Maine supplier nda template

Maine Supplier Non-Disclosure Agreement (NDA)

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

[Company Name], a [State] [Entity Type] with a principal place of business at [Company Address], hereinafter referred to as “Disclosing Party,”

and

[Supplier Name], a [State] [Entity Type] with a principal place of business at [Supplier Address], hereinafter referred to as “Receiving Party.”

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, visually (including prototypes and samples), or by any other means, 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. This includes, but is not limited to:

• Product specifications
• Manufacturing processes
• Supply chain details
• Vendor lists
• Pricing and bid information
• Proprietary methods
• Business strategies
• Order history
• Invoices
• Quality control standards
• Purchasing plans
• Technical documentation
• Business and financial data
• Customer lists
• Marketing plans
• Proposals
• Supplier’s own proprietary information disclosed during the relationship
• Data exchanged during joint development, procurement, or supply negotiations.

* Option A: All information disclosed before, on, or after the date of this Agreement.

* Option B: Information disclosed only after the date of this Agreement.

2. Exclusions from Confidentiality

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

• Is or becomes publicly known through no fault of the Receiving Party;
• Is lawfully received by the Receiving Party from a third party without restriction and without breach of this Agreement;
• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
• Is required to be disclosed by law, regulation, subpoena, or court order.
  • In the event of such required disclosure, the Receiving Party shall provide prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy, in accordance with Maine law. The Receiving Party shall cooperate with the Disclosing Party in seeking such order.

3. Purpose of Disclosure

The Confidential Information is being disclosed to the Receiving Party solely for the purpose of:

• Evaluating
• Performing
• Fulfilling the supplier relationship, product manufacturing, service delivery, or related business engagements under this specific Agreement.

* Option A: The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal use, competitive use, or any unrelated commercial use.

* Option B: The Receiving Party shall only use the Confidential Information to improve the products or services provided to the Disclosing Party.

4. Obligations of Receiving Party

The 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 in no event less than reasonable care.
• To restrict access to the Confidential Information to its employees, agents, and subcontractors who have a need to know such information for the Purpose defined above and who are bound by written confidentiality obligations at least as restrictive as those contained in this Agreement.
• Not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted in this Agreement.
• To implement and maintain appropriate security measures, including physical, electronic, and procedural safeguards, to prevent unauthorized access to or disclosure of the Confidential Information.
• To notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information.

5. Disclosure to Affiliates, Employees, and Agents

The Receiving Party may disclose Confidential Information to its affiliates, employees, and agents only on a need-to-know basis, provided that:

• Such affiliates, employees, and agents are bound by written confidentiality obligations at least as strict as those contained in this Agreement.
• The Receiving Party remains responsible for any breach of this Agreement by its affiliates, employees, or agents.

6. Term and Termination

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

* Option A: The obligation to protect Confidential Information disclosed during the term of this Agreement shall survive termination for a period of [Number] years following termination, except for trade secrets, which shall be protected in perpetuity as provided by the Maine Uniform Trade Secrets Act, 10 M.R.S. §§ 1541-1548.

* Option B: This Agreement shall terminate automatically upon the termination of the supply agreement between the parties. The obligation to protect Confidential Information shall survive such termination as described in Option A.

7. Return or Destruction of Confidential Information

Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall:

• Promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including, without limitation, documents, drawings, specifications, and data storage devices, and all copies thereof.
• Securely and permanently destroy any electronic copies of the Confidential Information, and certify in writing to the Disclosing Party that such destruction has been completed.

8. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon becoming aware of any known or suspected unauthorized access, loss, misuse, or legal demand for disclosure of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation, remedial action, or regulatory notification required under applicable Maine statutes, including Maine's Notice of Risk to Personal Data Act, 10 M.R.S. § 1347 et seq., if applicable.

9. Remedies

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
• Specific performance
• Monetary damages
• Reasonable attorney's fees and costs, as permitted under Maine law.

10. No Transfer of Intellectual Property

This Agreement does not grant any license or other rights to the Receiving Party in or to the Disclosing Party’s Confidential Information or intellectual property.

11. Governing Law and Jurisdiction

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

12. 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 in Maine.
• If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in Maine, with a mediator to be mutually agreed upon. If the parties cannot agree on a mediator, they shall utilize the services of [Mediation Service/Individual].
• If mediation is unsuccessful, either party may initiate legal proceedings in accordance with Section 11.

13. Compliance with Maine Law

This Agreement is intended to comply with all applicable Maine statutes and regulations, including the Maine Uniform Trade Secrets Act, applicable business practice regulations, and consumer protection requirements.

14. Independent Legal Review

Each party acknowledges that it has had the opportunity to obtain independent legal review of this Agreement and that it has entered into this Agreement freely and voluntarily.

15. Relationship to Other Agreements

This Agreement is [Stand-alone/Incorporated by reference] into the [Name of Agreement, if applicable] dated [Date of Agreement, if applicable]. To the extent there is a conflict between this Agreement and any other agreement between the parties, the terms of this Agreement shall govern with respect to the Confidential Information.

16. Notice

All notices required or permitted 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
• Sent by reputable overnight courier

to the addresses set forth in the preamble of this Agreement.

17. Assignment

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

18. Severability

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

19. 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.

20. Amendment

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

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

Disclosing Party:

[Company Name]

By: [Name]

Title: [Title]

Date: [Date]

Receiving Party:

[Supplier Name]

By: [Name]

Title: [Title]

Date: [Date]