Kentucky supplier nda template

Kentucky Supplier Non-Disclosure Agreement

This Kentucky Supplier Non-Disclosure Agreement ("Agreement") is made and entered into as of [Date], by and between:

[Company Name], a [State of Incorporation] corporation with its principal place of business at [Address], represented by [Name of Representative], its [Title], Federal EIN: [EIN] ("Recipient"), and

[Supplier Company Name], a [State of Incorporation] corporation with its principal place of business at [Address], represented by [Name of Representative], its [Title], Federal EIN: [EIN] ("Supplier").

1. Definition of Confidential Information

Confidential Information means any information disclosed by Recipient to Supplier, whether orally, in writing, electronically, digitally, or in physical form, 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. It includes, but is not limited to:

• Technical drawings, product specifications, manufacturing processes, pricing models.
• Supplier customer lists, inventory data, shipment information.
• Business plans, procurement strategies, sourcing details.
• Unreleased product prototypes, order history, purchase volumes.
• All written, oral, electronic, digital, or physical materials exchanged during the course of the supplier relationship.

2. Exclusions from Confidential Information

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

• Is already in the public domain through no breach of this Agreement.
• Is independently developed by Supplier without reference to the Confidential Information.
• Is rightfully received by Supplier from a third party without any obligation of confidentiality.
• Is required to be disclosed by law or regulation, including Kentucky or U.S. law, provided that Supplier gives Recipient prompt written notice prior to such disclosure to allow Recipient to seek a protective order or other appropriate remedy, unless such notice is legally prohibited.

3. Supplier’s Obligations

Supplier agrees:

• To use the Confidential Information solely for the purpose of performing its obligations under the agreement related to [Description of Project or Agreement].
• Not to disclose the Confidential Information to any third party, including affiliates, subcontractors, or consultants, without the prior written consent of Recipient.
• To restrict access to the Confidential Information only to its employees or agents who have a need to know such information and who are bound by written confidentiality obligations at least as protective as those contained herein.

4. Safeguarding Confidential Information

Supplier shall:

• Implement and maintain reasonable and industry-appropriate measures to protect the Confidential Information from unauthorized access, use, or disclosure, including secure storage, robust access controls, and secure transfer protocols.
• Comply with Kentucky UCC standards and other local business practices regarding data security.
• Maintain records of individuals who have access to the Confidential Information.

5. Term

This Agreement shall commence on the Effective Date and continue for a period of [Number] years.

• Option A: The obligations of confidentiality shall survive the termination of this Agreement for a period of [Number] years.
• Option B: The obligations of confidentiality with respect to trade secrets (as defined by KRS §365.880 et seq.) shall continue indefinitely.

6. Return or Destruction of Confidential Information

Upon the termination of this Agreement, or upon Recipient's written request, Supplier shall:

• Promptly return to Recipient all tangible materials containing Confidential Information, including all copies thereof.
• Or, at Recipient's option, destroy all tangible materials containing Confidential Information and certify such destruction in writing to Recipient.

7. Notice of Unauthorized Disclosure

Supplier shall:

• Immediately notify Recipient in writing upon learning of any unauthorized disclosure or use of the Confidential Information.
• Cooperate fully with Recipient in any remedial or enforcement action Recipient may take.

8. Remedies

Recipient shall be entitled to:

• Injunctive relief to prevent any actual or threatened breach of this Agreement.
• Specific performance to enforce the terms of this Agreement.
• Recovery of damages, including actual losses, lost profits, and consequential damages, resulting from any breach of this Agreement.
• Option A: Liquidated damages in the amount of [Dollar Amount] for each unauthorized disclosure. (Note: Such clauses are subject to strict enforcement standards under Kentucky law.)
• Payment of reasonable attorney's fees and costs incurred by Recipient in enforcing this Agreement.

9. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Second, if negotiation fails, the parties agree to participate in non-binding mediation in [City, Kentucky].
• Third, if mediation fails, any unresolved dispute shall be settled by binding arbitration in [City, Kentucky] in accordance with the rules of the American Arbitration Association.
• Option A: Litigation in the courts of [Fayette/Jefferson/Agreed County], Kentucky.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles. Venue for any legal action shall be in [Fayette/Jefferson/Agreed County], Kentucky.

10. Compliance Representation

Each party represents and warrants that:

• It has the full power and authority to enter into and perform this Agreement.
• This Agreement does not violate any other agreement to which it is a party.
• Supplier shall comply with all applicable Kentucky and federal laws and regulations.

11. No License

This Agreement does not grant Supplier any license or other rights in or to the Confidential Information.

12. Kentucky Specific Considerations

No provision in this Agreement shall be construed as unconscionable or overly broad under Kentucky law. Any non-compete, non-solicit, or exclusivity clauses shall be narrowly tailored and comply with Kentucky's judicial scrutiny of such restraints.

13. Entire Agreement; Amendments

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

14. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

15. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

16. Severability

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

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 overnight courier to the addresses set forth above.

18. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including acts of God, war, terrorism, or natural disaster.

19. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

[Company Name]

By: [Name of Representative]

Title: [Title]

Date: [Date]

[Supplier Company Name]

By: [Name of Representative]

Title: [Title]

Date: [Date]