Iowa supplier nda template

Iowa Supplier Non-Disclosure Agreement

This Iowa Supplier Non-Disclosure Agreement (this “Agreement”) is made as of [Date], by and between [Supplier Legal Name], located at [Supplier Address] (“Supplier”), and [Client Legal Name], located at [Client Address] (“Client”).

1. Purpose

The purpose of this Agreement is to protect Confidential Information (as defined below) disclosed by Client to Supplier in connection with a potential or existing business relationship concerning [Brief Description of Business Relationship, e.g., the supply of widgets].

2. Definition of Confidential Information

Confidential Information means any and all information disclosed by Client to Supplier, whether orally, in writing, electronically, or by any other means, that relates to Client's business, including, but not limited to:

• Product specifications, designs, and prototypes
• Manufacturing processes, techniques, and know-how
• Material sources, supply chains, and supplier lists
• Pricing structures, cost data, and financial information
• Logistics arrangements, shipping details, and distribution methods
• Quality control data, testing results, and performance metrics
• Client lists, customer data, and market research
• Channel lists, partner information, and distribution agreements
• Business plans, marketing strategies, and sales forecasts
• Technical data, software, and technology provided or developed in the context of the supply relationship
• Purchase orders, contract terms, and legal documents
• Samples, prototypes, and inventory details
• Distribution strategies and marketing plans
• Iowa-specific commercial practices
• All related information, regardless of form.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was already in Supplier’s lawful possession prior to disclosure by Client, as evidenced by Supplier’s pre-existing records.
• Was independently developed by Supplier without use of or reference to Client's Confidential Information, as evidenced by Supplier’s contemporaneous records.
• Is or becomes publicly available through no fault or action of Supplier.
• Is received by Supplier from a third party who is not bound by a duty of confidentiality to Client.
• Is required to be disclosed pursuant to Iowa State or federal law, regulation, court order, or governmental request, provided that Supplier provides Client with prompt written notice of such requirement (to the extent legally permissible) to allow Client an opportunity to seek a protective order or other appropriate remedy.

4. Purpose Limitation

Supplier shall use the Confidential Information solely for the purpose of performing its obligations under the existing or potential supply relationship with Client, specifically limited to [Specify Permitted Use, e.g., manufacturing widgets according to Client's specifications]. Supplier shall not use the Confidential Information for any other purpose, including, but not limited to, developing competing products, soliciting Client’s customers, or disclosing the Confidential Information to third parties for their benefit.

5. Non-Disclosure Obligations

Supplier agrees:

• To hold the Confidential Information in strict confidence and to protect it from unauthorized disclosure.
• Not to disclose, disseminate, duplicate, distribute, or transfer the Confidential Information to any third party without the prior written consent of Client.
• Not to reverse engineer, decompile, or disassemble any software or technology included in the Confidential Information.
• Not to use the Confidential Information to compete with Client or to assist any third party in competing with Client.

6. Safeguards

Supplier shall implement reasonable and effective safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, in accordance with the standards of the Iowa Uniform Trade Secrets Act. Such safeguards shall include, but are not limited to:

• Physical security measures to restrict access to areas where Confidential Information is stored.
• Technical security measures, such as encryption and firewalls, to protect electronic Confidential Information.
• Organizational measures, such as access controls and employee training, to ensure that only authorized personnel have access to the Confidential Information.
• Restrictions on copying or electronically transmitting information.
• Periodic security reviews and updates.

7. Employee and Subcontractor Management

Supplier shall:

• Limit access to the Confidential Information to its employees and subcontractors who have a strict need to know in order to perform their duties related to the supply relationship with Client.
• Ensure that all such employees and subcontractors are bound by written confidentiality obligations at least as protective as those contained in this Agreement.
• Be responsible for any breach of this Agreement by its employees or subcontractors.

8. Notification of Unauthorized Disclosure

Supplier shall promptly notify Client in writing upon becoming aware of any actual, suspected, or threatened unauthorized access, use, or disclosure of the Confidential Information. Supplier shall cooperate fully with Client in investigating any such breach and in mitigating any harm resulting therefrom.

9. Duration of Obligations

The obligations of confidentiality under this Agreement shall survive the termination of the business relationship between Client and Supplier and shall continue for a period of [Number] years from the date of termination, or as long as the information retains trade secret status under Iowa law, whichever is longer.

10. Return or Destruction of Confidential Information

Upon termination of the supply relationship or upon Client's written request, Supplier shall promptly return to Client all tangible embodiments of the Confidential Information, including all copies, extracts, and derivatives thereof, or, at Client's option, shall destroy all such materials and provide Client with written certification of such destruction.

11. Remedies for Breach

Supplier acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Client for which monetary damages may be inadequate. Therefore, Client shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any such breach, in addition to any other remedies available at law or in equity, including but not limited to direct, indirect, and consequential damages, attorney's fees, and costs. Client shall be entitled to actual monetary compensation for any losses.

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 the dispute cannot be resolved through negotiation, the parties shall escalate the matter to their respective senior executives for resolution.
• If the dispute remains unresolved after escalation, the parties shall submit the dispute to mediation in [City, Iowa].
• If mediation is unsuccessful, the parties may pursue any other available legal remedies.

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County], Iowa.

13. Compliance with Iowa Law

This Agreement is intended to comply with all applicable Iowa state laws and regulations, including the Iowa Uniform Trade Secrets Act, Iowa contract principles, and any relevant data privacy and security rules. The parties shall comply with all such laws and regulations in performing their obligations under this Agreement.

14. Severability

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

15. Amendment

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

16. Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

• Option A: Either party may assign this agreement to a subsidiary or affiliate.
• Option B: This agreement is non-assignable.

17. 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.

18. Audit Rights

Client reserves the right to conduct reasonable audits, with prior notice, to verify Supplier's compliance with the confidentiality obligations outlined in this Agreement. Such audits will be conducted in a manner that respects Supplier's commercial confidentiality.

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

[Supplier Legal Name]

By: [Supplier Authorized Name]

Title: [Supplier Title]

[Client Legal Name]

By: [Client Authorized Name]

Title: [Client Title]