Illinois supplier nda template

Illinois Supplier Non-Disclosure Agreement

This Illinois Supplier Non-Disclosure Agreement (this "Agreement") is made and effective as of this [Date],

BETWEEN:

[Disclosing Party Name], a [State] [Business Entity Type] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"),

AND

[Receiving Party Name], a [State] [Business Entity Type] with its principal place of business at [Receiving Party Address] ("Receiving Party").

1. Definition of Confidential Information

Option A: "Confidential Information" means any information disclosed by Disclosing Party to Receiving Party, directly or indirectly, in writing, orally, electronically, or by inspection of tangible objects, including, but not limited to: proprietary manufacturing processes, technical drawings, business models, pricing schedules, sourcing and procurement data, supply chain details, customer lists, vendor information, production specifications, prototypes, bills of materials, testing methodologies, process flows, order volumes and forecasts, engineering data, compliance documentation, quality assurance processes, cost structures, unpublished patents, and trade secrets as defined in the Illinois Trade Secrets Act (765 ILCS 1065/).

Option B: "Confidential Information" means all non-public information, technical data or know-how disclosed by Disclosing Party to Receiving Party or its Representatives, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information specifically includes, but is not limited to: [List specific examples, tailored to the industry and specific business relationship].

2. Disclosure

Option A: Disclosure may be in written, oral, electronic, physical sample, or visual presentation form. For oral disclosures, Disclosing Party will provide a written summary of the disclosed information to Receiving Party within [Number] days of the oral disclosure.

Option B: All Confidential Information shall be clearly marked as "Confidential" or "Proprietary" if disclosed in tangible form. For oral disclosures, Disclosing Party shall provide a written summary to Receiving Party within [Number] days which shall be deemed Confidential Information.

3. Exclusions

Option A: This Agreement does not apply to information that:

• is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its Representatives;
• was available to Receiving Party on a non-confidential basis prior to its disclosure by Disclosing Party;
• is rightfully received by Receiving Party from a third party without any obligation of confidentiality;
• is independently developed by Receiving Party without use of any Confidential Information; or
• is required to be disclosed by law, court order or governmental authority, provided that Receiving Party provides Disclosing Party with prompt prior written notice (to the extent permissible by law) and takes reasonable steps to contest or limit the disclosure.

Option B: The obligations under this Agreement shall not apply to any information that Receiving Party can demonstrate:

• Was already known to Receiving Party at the time of disclosure.
• Is or becomes publicly known through no wrongful act of Receiving Party.
• Was rightfully received from a third party without similar restriction and without breach of this Agreement.
• Was independently developed by Receiving Party.
• Is required to be disclosed by law or court order; provided Receiving Party notifies Disclosing Party as soon as reasonably practicable before the disclosure (if legally permitted) and takes reasonable steps to minimize the disclosure.

4. Purpose

Option A: Receiving Party agrees to use the Confidential Information solely for the purpose of [Describe the specific purpose, e.g., evaluating a potential supplier relationship, fulfilling purchase orders, product development] (the "Purpose"). Receiving Party shall not reverse engineer, decompile, analyze, or otherwise misuse the Confidential Information for any competing or unauthorized commercial purpose.

Option B: The Confidential Information shall be used by Receiving Party solely in connection with the evaluation of, and negotiations concerning, a potential business relationship with Disclosing Party. Any other use is prohibited.

5. Security Measures

Option A: Receiving Party agrees to protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but not less than reasonable care. This includes appropriate physical, technical, and administrative safeguards to protect the confidentiality, integrity, and availability of the Confidential Information, consistent with the Illinois Personal Information Protection Act.

Option B: Receiving Party shall limit access to the Confidential Information to its employees, agents, or subcontractors (collectively, "Representatives") who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained herein. Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

6. Duration

Option A: The obligations under this Agreement shall continue for a period of [Number] years from the Effective Date.

Option B: With respect to information that constitutes a "trade secret" under the Illinois Trade Secrets Act (765 ILCS 1065/), the obligations of confidentiality under this Agreement shall continue for as long as such information qualifies as a trade secret under applicable law. All other confidential information obligations will continue for [Number] years from the Effective Date.

7. Return of Materials

Option A: Upon the termination of this Agreement, or upon Disclosing Party's written request, Receiving Party shall promptly return all Confidential Information, including all copies and derivatives thereof, to Disclosing Party or, at Disclosing Party's option, certify in writing that it has destroyed all such Confidential Information.

Option B: Within [Number] days of written request by Disclosing Party or upon termination of this Agreement, Receiving Party shall either return to Disclosing Party all tangible materials embodying the Confidential Information (including all copies), or destroy such materials and provide Disclosing Party with written certification of such destruction.

8. Breach Notification

Option A: Receiving Party shall promptly notify Disclosing Party in writing upon becoming aware of any unauthorized use or disclosure of the Confidential Information, and will cooperate fully with Disclosing Party to mitigate the effects of such unauthorized use or disclosure, consistent with Illinois requirements, including the Illinois Data Breach Notification Law if applicable.

Option B: Receiving Party shall immediately notify Disclosing Party in writing if it becomes aware of any breach or suspected breach of this Agreement or any unauthorized access to, use or disclosure of the Confidential Information. Receiving Party will reasonably cooperate with Disclosing Party in any investigation of such events.

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 may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, including remedies under the Illinois Trade Secrets Act, including possible exemplary damages and attorney’s fees for willful and malicious misappropriation.

Option B: Receiving Party agrees that monetary damages alone would not be sufficient remedy for any breach of this Agreement. In addition to any other remedies available, Disclosing Party shall be entitled to seek injunctive relief and specific performance to enforce the terms of this Agreement. Receiving Party shall be responsible for all costs and expenses, including reasonable attorney's fees, incurred by Disclosing Party in enforcing this Agreement.

10. Governing Law and Jurisdiction

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts located in [County Name] County, Illinois for any action or proceeding arising out of or relating to this Agreement.

Option B: This Agreement shall be governed by the laws of the State of Illinois, excluding its conflicts of law principles. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal or state courts located in [City Name], Illinois, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

11. Dispute Resolution

Option A: The parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If negotiation is unsuccessful, the parties may agree to mediation or arbitration in Illinois.

Option B: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in [City Name], Illinois.

12. Compliance with Laws

Option A: Receiving Party shall comply with all applicable federal and Illinois laws and regulations in the performance of its obligations under this Agreement, including, without limitation, laws relating to intellectual property, data protection, and export control.

Option B: In performing its duties under this Agreement, each party shall comply with all applicable federal, state and local laws, rules and regulations.

13. 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.

Option B: This Agreement may not be assigned by either party without the express written consent of the other party, such consent not to be unreasonably withheld or delayed. Any attempted assignment in violation of this Section shall be void.

14. Amendments

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

Option B: No modification of this Agreement shall be valid unless in writing and duly executed by both parties.

15. Relationship of Parties

Option A: Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

Option B: The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties.

16. 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 Agreement contains the entire understanding between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements and discussions, whether oral or written, relating to such subject matter.

17. Severability

Option A: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be construed in a manner consistent with applicable law to reflect as nearly as possible the original intention of the parties.

Option B: If any provision of this Agreement is held to be invalid or unenforceable under applicable law, the other provisions shall remain in full force and effect. To the extent any provision of this Agreement is deemed unenforceable, it shall be deemed modified to the extent necessary to render it enforceable while preserving its intent.

18. Acknowledgement of Consideration

Option A: The parties acknowledge that this Agreement is supported by good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

Option B: The parties agree that the mutual covenants contained herein constitute good and valuable consideration for this Agreement.

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

[Disclosing Party Name]

By: [Signature Block Disclosing Party Representative]

Name: [Printed Name Disclosing Party Representative]

Title: [Title Disclosing Party Representative]

[Receiving Party Name]

By: [Signature Block Receiving Party Representative]

Name: [Printed Name Receiving Party Representative]

Title: [Title Receiving Party Representative]