Florida supplier nda template

Florida Supplier Non-Disclosure Agreement

This Florida Supplier Non-Disclosure Agreement (this “Agreement”) is made and effective as of this [Date] by and between:

[Disclosing Party Name], a [Individual or Legal Entity] with its principal place of business at [Disclosing Party Address], and if a legal entity, its Florida registered agent at [Registered Agent Name] and [Registered Agent Address] (hereinafter referred to as "Disclosing Party");

and

[Receiving Party Name], a [Individual or Legal Entity] with its principal place of business at [Receiving Party Address], and if a legal entity, its Florida registered agent at [Registered Agent Name] and [Registered Agent Address] (hereinafter referred to as "Receiving Party").

WHEREAS, Disclosing Party possesses certain confidential information and desires to disclose such information to Receiving Party for the purpose of [Describe Purpose of Supplier Relationship/Service Provision] (the "Purpose").

WHEREAS, Receiving Party is willing to receive such information under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

Option A: "Confidential Information" shall mean any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, visually, or in any other form, including but not limited to:

• Product specifications
• Manufacturing processes
• Pricing data
• Sourcing information
• Procurement details
• Bid information
• Volume forecasts
• Production capacities
• Technical drawings
• Quality control protocols
• Supply chain details
• Unique service methodologies
• Proprietary negotiations
• Payment terms
• Client lists
• Business plans

Option B: Confidential Information includes, but is not limited to, any and all information pertaining to Disclosing Party’s [Specify Particular Product/Service Categories], including any information which has or could have commercial value or other utility in the business in which Disclosing Party is engaged.

2. Exclusions from Confidential Information

Option A: The obligations of this Agreement shall not apply to any information that:

• Is or becomes publicly available without breach of this Agreement;
• Was rightfully known to Receiving Party prior to disclosure by Disclosing Party, as evidenced by Receiving Party's written records;
• Is rightfully received by Receiving Party from a third party who is not under any obligation of confidentiality to Disclosing Party;
• Is independently developed by Receiving Party without use of or reference to the Confidential Information; or
• Is required to be disclosed pursuant to a valid Florida court order, subpoena, or governmental demand, provided that Receiving Party provides prompt notice to Disclosing Party and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

Option B: Information is not considered Confidential Information if it is:

• Generic knowledge within the [Specific Industry] industry.
• Information Receiving Party can demonstrate they possessed before signing this NDA.

3. Use Restriction

Option A: Receiving Party shall use the Confidential Information solely for the Purpose defined above and shall not use the Confidential Information for any other purpose, including but not limited to, any competitive or commercial purpose unrelated to the Purpose.

Option B: The Receiving Party agrees not to use Confidential Information in any way that is detrimental to the Disclosing Party, or for any activity that competes with the Disclosing Party's business interests.

4. Protection of Confidential Information

Option A: Receiving Party shall protect the Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, consistent with industry best practices and applicable Florida data privacy statutes, including Florida Statutes §501.171 if applicable.

Option B: Receiving Party must:

• Limit access to Confidential Information to only those employees, agents, or subcontractors who need to know it for the Purpose.
• Implement a written data security policy to protect Confidential Information.

5. Data Breach Notification

Option A: In the event of any suspected or confirmed breach of security involving the Confidential Information, Receiving Party shall notify Disclosing Party within [Number, e.g., 30] days of discovery and shall cooperate fully with Disclosing Party in investigating and remediating the breach. Receiving Party shall comply with all applicable Florida data breach notification requirements, including Florida Statutes §501.171, if applicable.

Option B: Receiving Party will immediately report any unauthorized access or use of the Confidential Information. The notification will include the nature and extent of the breach, and the steps Receiving Party is taking to address it.

6. Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue until [Date or Event, e.g., termination of the supplier relationship]. The obligations of confidentiality under this Agreement shall survive termination for a period of [Number] years, except for trade secrets which shall be protected perpetually as provided under the Florida Uniform Trade Secrets Act (§688).

Option B: This Agreement continues indefinitely, unless terminated earlier by either party with [Number] days' written notice. The obligation to protect trade secrets survives termination.

7. Return of Confidential Information

Option A: Upon the expiration or termination of this Agreement, or upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies, summaries, and derivative works thereof, or destroy such Confidential Information and certify such destruction in writing to Disclosing Party. This includes, but is not limited to, all physical and electronic copies, backups, samples, and derivatives.

Option B: If requested, Receiving Party will either return all Confidential Information to the Disclosing Party, or provide written certification of its complete destruction.

8. Unauthorized Disclosure

Option A: Receiving Party shall immediately notify Disclosing Party of any unauthorized disclosure, loss, or suspected unauthorized disclosure or loss of the Confidential Information and shall cooperate fully with Disclosing Party in mitigating the effects of such disclosure or loss and recovering the Confidential Information.

Option B: In the event of any suspected or actual unauthorized disclosure, Receiving Party shall take immediate action to contain the breach and prevent further disclosure.

9. Remedies

Option A: Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Therefore, Disclosing Party shall be entitled to seek injunctive relief, including temporary restraining orders, without the necessity of posting a bond (if permitted by Florida law per §542.335), in addition to any other remedies available at law or in equity. Disclosing Party shall also be entitled to recover its reasonable attorneys' fees and costs incurred in enforcing this Agreement, as provided under the Florida prevailing party standard (§57.105).

Option B: In the event of a breach, Disclosing Party is entitled to seek both legal and equitable remedies, including an injunction to stop the unauthorized use or disclosure of Confidential Information.

10. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the parties' business principals. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to voluntary mediation in [City, County, Florida]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City, County, Florida] in accordance with the rules of the American Arbitration Association. The laws of the State of Florida shall govern this Agreement, and exclusive jurisdiction and venue for any legal action shall be in the state or federal courts located in [County Name] County, Florida.

Option B: All disputes arising from this NDA will be resolved through binding arbitration in [City, Florida], according to Florida law.

11. Compliance with Florida Law

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, including the Florida Uniform Trade Secrets Act (§688) and any other applicable Florida laws and regulations.

Option B: The parties agree to comply with all applicable Florida state laws in the performance of this Agreement.

12. No Implied License

Option A: Nothing in this Agreement shall be construed as granting Receiving Party any license or other right to use the Confidential Information, except as expressly provided herein.

Option B: This NDA does not grant Receiving Party any rights to the Disclosing Party's intellectual property.

13. No Obligation to Contract

Option A: This Agreement does not create any obligation on either party to enter into any further agreements or business transactions.

Option B: Entering into this NDA does not obligate either party to conduct business with the other.

14. Amendments

Option A: This Agreement may be amended only by a written instrument signed by both parties.

Option B: Any changes to this Agreement must be in writing and signed by both parties to be effective.

15. Assignment

Option A: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer in violation of this provision shall be void.

Option B: This agreement cannot be assigned or transferred without written consent.

16. Notices

Option A: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by electronic mail (with confirmation of receipt), sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above. Any notice sent after 5:00 PM Eastern Time shall be deemed received on the next business day.

Option B: All notices must be sent in writing via certified mail or email to the addresses provided in this Agreement.

17. Entire Agreement

Option A: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Option B: This document represents the entire agreement between the parties regarding the confidentiality of information.

18. Severability

Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted under applicable Florida law, including the application of the "blue pencil" doctrine or reformation rights where applicable.

Option B: If any part of this agreement is deemed unenforceable, the rest of the agreement remains in effect.

19. Waiver

Option A: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

Option B: A waiver of any provision of this Agreement must be in writing to be effective.

20. Counterparts

Option A: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

Option B: This Agreement can be signed in multiple copies, each with the same legal effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]