Idaho supplier nda template

Idaho Supplier Non-Disclosure Agreement

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

[Purchaser Legal Name], a [Purchaser Entity Type, e.g., Corporation] with its principal place of business at [Purchaser Address], hereinafter referred to as “Purchaser,” and

[Supplier Legal Name], a [Supplier Entity Type, e.g., LLC] with its principal place of business at [Supplier Address], hereinafter referred to as “Supplier.”

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any information disclosed by Purchaser to Supplier, whether orally, visually, or in writing (including electronic form), relating to Purchaser's business, including, but not limited to:

Pricing information

Bidding documents

Supply chain details

Product formulations or specifications provided by or developed for the Purchaser

Order volumes

Payment structures

Production methods

Intellectual property

Client/vendor lists

Technical or quality reports

Inventory levels

Proprietary business strategies

2. Exclusions from Confidentiality

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

Is or becomes generally available to the public at the time of disclosure or thereafter through no fault of Supplier;

Is independently developed by Supplier without reference to the Confidential Information;

Is rightfully received by Supplier from a third party who is not bound by any confidentiality obligation with respect to such information;

Is required to be disclosed by Idaho statute, court order, or lawful government agency request. Supplier will notify Purchaser of such required disclosure, unless prohibited by law.

3. Permitted Use

Supplier shall use the Confidential Information solely for the purpose of performing its duties under the supply agreement between Purchaser and Supplier (the "Supply Agreement").

Supplier shall not use the Confidential Information for any other purpose, including, but not limited to, reverse engineering, analysis, or commercial exploitation outside the scope of the Supply Agreement.

4. Standard of Care

Supplier shall use at least reasonable care, as that term is understood under Idaho case law, to protect the Confidential Information from unauthorized use or disclosure. Such care shall include, but not be limited to, implementing reasonable electronic and physical security measures to restrict access to the Confidential Information. This standard should be consistent with best practices in the relevant industry for Idaho suppliers.

5. Document Handling

Supplier shall not copy, duplicate, or review the Confidential Information except as strictly necessary for the Permitted Use.

Supplier shall not disclose the Confidential Information to any subcontractor or personnel without Purchaser's prior written consent.

6. Personnel Training and Acknowledgment

Supplier shall ensure that its personnel who have access to the Confidential Information are trained on the terms of this Agreement and understand their obligations to protect the Confidential Information.

7. Duration of Confidentiality

The obligations under this Agreement shall continue during the term of the Supply Agreement and for a period of:

Option A: Three (3) years following the termination of the Supply Agreement.

Option B: Five (5) years following the termination of the Supply Agreement.

Option C: As long as the information remains a trade secret under the Idaho Uniform Trade Secrets Act, if applicable.

8. Return or Destruction of Confidential Information

Upon termination of the Supply Agreement or upon Purchaser's request, Supplier shall promptly return to Purchaser all Confidential Information, including all copies thereof, or, at Purchaser's option, certify in writing its destruction, in accordance with Idaho record-keeping and destruction statutes if applicable.

9. Notice of Unauthorized Disclosure

Supplier shall immediately notify Purchaser in writing upon becoming aware of any suspected or actual unauthorized use, access, or disclosure of the Confidential Information. Supplier shall cooperate with Purchaser in any remedial actions to prevent further unauthorized use or disclosure, in accordance with Idaho's data breach notification laws if personal/business data is involved.

10. Remedies for Breach

In the event of a breach of this Agreement by Supplier:

Supplier shall be liable for monetary damages, including actual damages and/or liquidated damages, if enforceable under Idaho law.

Purchaser shall be entitled to equitable relief, including injunctive relief, as permitted by Idaho statutory guidance.

The prevailing party shall be entitled to recover its reasonable attorney's fees and costs, as permitted by Idaho law and local rules.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Idaho.

12. Severability

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

13. Assignment

Supplier shall not assign or delegate its rights or obligations under this Agreement without the prior written consent of Purchaser, in accordance with Idaho commercial practices.

14. Entire Agreement

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, concerning the supplier relationship in Idaho. This Agreement may be amended only by a written instrument signed by both parties.

15. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered or certified mail, return receipt requested, or sent by a nationally recognized overnight courier service to the addresses set forth above, or by verified electronic means where applicable, in accordance with Idaho commercial standards.

16. Compliance with Laws

If any Confidential Information includes personally identifiable information or protected data, Supplier shall comply with all applicable Idaho consumer privacy, financial, or health data statutes, and relevant federal requirements.

17. Government Entity Provisions (If Applicable)

If either party is a government entity or public body, the parties acknowledge that this Agreement is subject to Idaho's public records laws and any applicable exceptions to public disclosure.

18. Ownership and Intellectual Property

Purchaser retains all right, title, and interest in and to the Confidential Information, including all intellectual property rights therein. Supplier shall not reverse engineer or independently develop any product or technology based on the Confidential Information.

19. Export Control

If any Confidential Information is subject to export control laws, Supplier shall comply with all applicable export control regulations.

20. Industry-Specific Regulations (If Applicable)

For industries subject to Idaho-specific regulation (such as agriculture, mining, or food processing), Supplier shall comply with all applicable sectoral confidentiality standards or relevant statutory compliance obligations.

21. Injunctive Relief

Purchaser shall be entitled to seek injunctive relief or specific performance to enforce the terms of this Agreement, consistent with Idaho civil procedure.

22. Affiliates and Subsidiaries

All obligations under this Agreement shall apply to Supplier's affiliates, subsidiaries, and successors, as appropriate under Idaho law.

23. Waiver of Jury Trial (Optional)

To the extent permitted by Idaho law, Supplier hereby waives any right to a jury trial in any action, proceeding, or counterclaim arising out of or relating to this Agreement.

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

[Purchaser Legal Name]

By: [Purchaser Representative Name]

Title: [Purchaser Representative Title]

[Supplier Legal Name]

By: [Supplier Representative Name]

Title: [Supplier Representative Title]