Kansas supplier nda template

Kansas Supplier Non-Disclosure Agreement

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

[Contracting Party Full Legal Name], with a principal place of business at [Contracting Party Address], and contact information [Contracting Party Contact Information] (hereinafter referred to as "Disclosing Party"),

and

[Supplier Full Legal Name], with a principal place of business at [Supplier Address], and contact information [Supplier Contact Information] (hereinafter referred to as "Receiving Party").

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, visually, in writing, electronically, or in any other form, during the course of supplier evaluation, negotiation, transaction, or ongoing supply activities. This includes, but is not limited to:

• Proprietary materials
• Manufacturing processes
• Drawings
• Assembly methods
• Pricing details
• Inventory strategies
• Technical documentation
• Supplier and customer lists
• Cost structures
• Terms of procurement
• Quality control data

2. Exclusions from Confidentiality

Confidential Information shall not include information that:

• Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement.
• Was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Is rightfully received by the Receiving Party from a third party without restriction on disclosure.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party’s written records.
• Is required to be disclosed pursuant to Kansas law, court order, or governmental regulation, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

3. Purpose of Use

The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating, performing, or executing the supply relationship with the Disclosing Party (the "Purpose").

• The Receiving Party shall not use the Confidential Information for any competitive purpose, independent development, or disclosure to other clients or affiliates without the Disclosing Party's prior written consent.

4. Security Measures

The Receiving Party agrees to protect the Confidential Information from unauthorized disclosure or use.

• Option A: The Receiving Party shall implement and maintain reasonable security measures, including physical security protocols, restricted access controls, non-electronic document storage, secure transmission channels, and minimum standards for electronic system safeguards in accordance with Kansas data protection statutes and industry best practices.
• Option B: The Receiving Party shall 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 in no event less than reasonable care.

5. Employee and Agent Obligations

The Receiving Party shall ensure that its employees, agents, subcontractors, and affiliates who have access to the Confidential Information are bound by confidentiality obligations at least as strict as those contained in this Agreement.

• The Receiving Party shall provide training and oversight to such individuals to ensure compliance with these obligations.

6. Confidentiality Period

The obligations of confidentiality under this Agreement shall commence on the date of disclosure of the Confidential Information and shall continue for:

• Option A: A period of [Number] years from the date of termination of the business relationship between the parties.
• Option B: As long as the information retains its trade secret status under the Kansas Uniform Trade Secrets Act, for Confidential Information constituting trade secrets.

7. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request or upon termination of the supply relationship, the Receiving Party shall:

• Option A: Promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including all copies and derivatives thereof.
• Option B: Promptly destroy all tangible embodiments of the Confidential Information, including all copies and derivatives thereof, and certify in writing to the Disclosing Party that such destruction has occurred.
• The Receiving Party shall also remove any electronic Confidential Information from their servers, networks, and devices.

8. Notice of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any unauthorized access, disclosure, loss, or suspected breach of the Confidential Information.

• The Receiving Party shall cooperate with the Disclosing Party in investigating and mitigating any such event and shall comply with all applicable Kansas breach notification laws.

9. Remedies for Breach

The Disclosing Party shall be entitled to seek all available legal and equitable remedies for any breach of this Agreement by the Receiving Party, including:

• Injunctive relief in the state or federal courts of Kansas.
• Recovery of actual damages and lost profits.
• Indemnification for third-party claims arising from the breach.

10. Governing Law and Jurisdiction

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

• The exclusive venue for any legal action arising out of or relating to this Agreement shall be the state or federal courts sitting in [Kansas County], Kansas.

11. Assignment

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

12. Severability

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

13. 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.

14. Amendment

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

15. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or intellectual property rights to the Confidential Information, except as strictly necessary for the Purpose.

16. Changes in Corporate Control

The Receiving Party shall notify the Disclosing Party in writing of any changes in its corporate control, mergers, or acquisitions that may affect its ability to protect the Confidential Information.

17. Subcontractors

The Receiving Party shall notify the Disclosing Party of any subcontractors or downstream agents engaged to perform supply obligations and shall impose contractual confidentiality requirements on them at least as protective as those contained herein.

18. Compliance with Laws

• Option A: The Receiving Party shall comply with all applicable Kansas statutes and regulations in its handling of Confidential Information, including any industry-specific requirements (e.g., data protection for financial, health-related, or agribusiness suppliers).
• Option B: The Receiving Party shall comply with all applicable federal, state and local laws and regulations.

19. Alternative Dispute Resolution (Optional)

Any dispute arising out of or relating to this Agreement may be settled by:

• Option A: Mediation in [City], Kansas, administered by a mutually agreed upon mediator.
• Option B: Binding arbitration in [City], Kansas, in accordance with the rules of the American Arbitration Association.

20. Acknowledgement

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms and conditions.

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

[Contracting Party Full Legal Name]

By: [Name]

Title: [Title]

[Supplier Full Legal Name]

By: [Name]

Title: [Title]