Georgia supplier nda template

Georgia Supplier Non-Disclosure Agreement

This Georgia Supplier Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

• [Disclosing Party Legal Name], a [State] [Entity Type], with its principal place of business at [Disclosing Party Address], represented by [Disclosing Party Representative Name], [Disclosing Party Representative Title], hereinafter referred to as “Disclosing Party,”
• and
• [Supplier Legal Name], a [State] [Entity Type], with its principal place of business at [Supplier Address], represented by [Supplier Representative Name], [Supplier Representative Title], hereinafter referred to as “Supplier.”

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all information disclosed by Disclosing Party to Supplier, whether orally, in writing, electronically, or visually, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information includes, but is not limited to:

• Proprietary designs
• Product specifications
• Pricing
• Sales data
• Supply chain information
• Customer and end-user data
• Manufacturing processes
• Technical documentation
• Business strategies
• Software source code
• Financial records
• Marketing plans
• Prototypes
• Any other data or materials disclosed in connection with the supplier relationship.

2. Exclusions from Confidential Information

The obligations under this Agreement shall not apply to information that:

• Is already known to Supplier without an obligation of confidentiality prior to its disclosure by Disclosing Party.
• Is or becomes publicly available through no wrongful act or omission of Supplier.
• Is independently developed by Supplier without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by Supplier’s written records.
• Is required to be disclosed by law, regulation, or court order.
  • Option A: Supplier shall promptly notify Disclosing Party of any such requirement prior to disclosure and cooperate with Disclosing Party to seek a protective order or other appropriate remedy.
  • Option B: Supplier shall only disclose that portion of the Confidential Information which it is legally required to disclose and shall exercise reasonable efforts to ensure that such information is treated confidentially.

3. Permitted Use of Confidential Information

• Supplier agrees to use the Confidential Information solely for the purpose of performing its obligations under the [Description of Supplier Agreement] (the "Purpose").
• Supplier shall not use the Confidential Information for its own benefit, for competitive purposes, or for any unauthorized commercial exploitation.

4. Non-Disclosure and Non-Transfer Obligations

• Supplier shall not disclose the Confidential Information to any third party, including its employees, subcontractors, officers, or agents, except on a strict “need-to-know” basis.
• Any such disclosure shall be made only to individuals who are bound by written confidentiality obligations at least as restrictive as those in this Agreement.

5. Safeguarding Confidential Information

Supplier shall protect the Confidential Information from unauthorized access, use, or disclosure using measures appropriate under Georgia law and industry standards, including:

• Electronic data security measures, such as encryption, firewalls, and access controls.
• Physical access controls to restrict access to premises and storage locations where Confidential Information is maintained.
• Policies and procedures for the proper handling, copying, storing, and transmitting of Confidential Information.

6. Notification of Unauthorized Disclosure

• Supplier shall immediately notify Disclosing Party in writing upon discovery of any unauthorized access, disclosure, or data breach involving the Confidential Information.
• Supplier shall cooperate with Disclosing Party in investigating such incidents and mitigating their effects, in compliance with applicable Georgia data breach notification statutes.

7. Term and Duration

• The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for the term of the [Description of Supplier Agreement] and for a period of [Number] years thereafter.
• Option A: Notwithstanding the foregoing, the obligations with respect to any trade secrets shall continue for as long as such information remains a trade secret under the Georgia Trade Secrets Act.

8. Return or Destruction of Confidential Information

• Upon termination of the [Description of Supplier Agreement] or upon Disclosing Party’s written request, Supplier shall promptly return or certify the destruction of all Confidential Information, including all copies, derivatives, and electronic records thereof.
• This includes, but is not limited to, data backups, notes, and physical specimens.

9. Indemnification

Supplier shall indemnify, defend, and hold harmless Disclosing Party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Supplier’s breach of this Agreement.

• Option A: Supplier's liability for consequential damages is excluded to the extent permissible under Georgia law.
• Option B: Supplier’s liability is capped at [Dollar Amount].

10. Ownership and Intellectual Property

• The disclosure of Confidential Information under this Agreement shall not be construed as granting Supplier any license or other rights in or to the Confidential Information.
• All intellectual property rights in the Confidential Information shall remain the sole and exclusive property of Disclosing Party.
  • Option A: Supplier agrees to assign to Disclosing Party all right, title, and interest in and to any inventions, developments, or process improvements arising out of or relating to the [Description of Supplier Agreement].

11. Reverse Engineering Prohibition

Supplier shall not reverse engineer, disassemble, copy, or decompile any products, prototypes, or software provided by Disclosing Party under the [Description of Supplier Agreement], unless expressly authorized in writing by Disclosing Party.

12. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• The parties shall first attempt to resolve the dispute through good-faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation in accordance with the rules of the [Mediation Organization, e.g., American Arbitration Association] in [City, Georgia].
  • Option A: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the [Arbitration Organization, e.g., American Arbitration Association] in [City, Georgia], and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
  • Option B: If mediation fails, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [County, Georgia] for the resolution of any dispute arising out of or relating to this Agreement.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

14. Compliance with Laws

Supplier shall comply with all applicable Georgia and federal laws, rules, and regulations, including but not limited to data protection, privacy, and industry-specific regulations such as HIPAA or GLBA, as applicable.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable under Georgia law, the remaining provisions shall remain in full force and effect.

16. Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

17. No Obligation to Proceed

Nothing in this Agreement shall be construed as creating any obligation on either party to enter into any further commercial relationship.

18. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

19. Restrictive Covenants Compliance (If Applicable to Individuals)

To the extent this Agreement involves individuals, the parties acknowledge that the restrictions contained herein are reasonable as to duration, territory, and scope under O.C.G.A. § 13-8-50 et seq.

20. Whistleblower Protections

This Agreement is not intended to restrict any disclosure otherwise protected by law, including whistleblower provisions under applicable Georgia or federal statutes.

21. Electronic Signatures

This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, in compliance with the Georgia Uniform Electronic Transactions Act.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

[Supplier Legal Name]

By: [Supplier Representative Name]

Title: [Supplier Representative Title]