Maryland supplier nda template

Maryland Supplier Non-Disclosure Agreement

This Maryland Supplier Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Effective Date], by and between:

[Disclosing Party Name], a [Disclosing Party Type, e.g., corporation] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and

[Receiving Party Name], a [Receiving Party Type, e.g., corporation] with its principal place of business at [Receiving Party Address] (“Receiving Party”).

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or in any other form, concerning Disclosing Party’s business, products, services, or technology, including, but not limited to:

• Proprietary pricing, procurement processes, manufacturing or supply chain methods.
• Technical specifications for supplied goods or services.
• Trade secrets as defined by the Maryland Uniform Trade Secrets Act.
• Client and customer data.
• Business strategies, technical drawings, supplier lists.
• Financial records, marketing and bidding proposals.
• Contracts with third parties.
• All oral, written, electronic, or physical disclosures shared in the course of the supplier relationship.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its Representatives in violation of this Agreement.
• Was already known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party’s written records.
• Is independently developed by Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by Receiving Party’s written records.
• Is rightfully received by Receiving Party from a third party who is not under any obligation of confidentiality to Disclosing Party with respect to such information.
• Is required to be disclosed by law, regulation, or court order, provided that Receiving Party provides Disclosing Party with prompt written notice of such requirement (to the extent permitted by law) to allow Disclosing Party to seek a protective order or other appropriate remedy.

3. Permitted Use

Receiving Party shall use the Confidential Information solely for the purpose of evaluating and/or engaging in a business relationship with Disclosing Party as a supplier (the “Purpose”). Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to:

• Using supplier information for competing purposes.
• Resale.
• Personal benefit.

4. Recipient Obligations

Receiving Party agrees to protect the Confidential Information of Disclosing Party with 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. Receiving Party shall:

• Maintain industry-standard security measures to protect the Confidential Information from unauthorized access, use, or disclosure.
• Comply with all applicable Maryland and federal data privacy laws, including the Maryland Personal Information Protection Act (PIPA).
• Implement access controls, password policies, and restricted dissemination procedures.
• Securely store the Confidential Information and limit copying or reproduction.

5. Disclosure to Third Parties

Receiving Party shall not disclose the Confidential Information to any third party, including subcontractors, employees, or affiliates, without the prior written consent of Disclosing Party.

• Option A: If disclosure is permitted, Receiving Party shall ensure that any such third party is bound by written confidentiality obligations no less restrictive than those contained in this Agreement.
• Option B: No disclosure to third parties is permitted under any circumstances.

6. Return or Destruction of Confidential Information

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

• Return all tangible embodiments of the Confidential Information to Disclosing Party.
• Certify in writing to Disclosing Party that all copies of the Confidential Information, in whatever form, have been destroyed.

7. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

• During the term of this Agreement and for a period of [Number] years following the termination or expiration of this Agreement, except for trade secrets, which shall be protected for as long as they qualify as trade secrets under the Maryland Uniform Trade Secrets Act.

8. Notice of Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party in writing upon becoming aware of any unauthorized access, breach, or suspected loss or misuse of the Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in investigating and remediating any such incident, in compliance with applicable Maryland breach notification laws.

9. Remedies for Breach

In the event of a breach of this Agreement by Receiving Party, Disclosing Party shall be entitled to:

• Seek equitable relief, including injunctive relief, to prevent or restrain any further breach.
• Recover actual and consequential damages.
• Recover reasonable attorneys’ fees and costs incurred in enforcing this Agreement.
• Pursue any other remedies available under Maryland law, including those under the Maryland Uniform Trade Secrets Act.
• Option A: Liquidated damages in the amount of [Dollar Amount].
• Option B: No liquidated damages provision.

10. Reverse Engineering

Receiving Party shall not reverse engineer, decompile, or disassemble any supplied materials or technical data provided by Disclosing Party.

11. Maryland Compliance

This Agreement shall not contravene any applicable Maryland anti-competition, employment, or procurement regulations. Nothing in this Agreement shall abrogate whistleblower protections or lawful reporting to state or federal agencies.

12. Governing Law and Venue

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

13. Severability

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

14. 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.

15. Amendment

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

16. Counterparts and Electronic Signatures

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. Electronic signatures shall have the same force and effect as original signatures.

17. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon:

• Personal delivery.
• Mailing by certified mail, return receipt requested.
• Sending by email with confirmation of receipt, to the addresses set forth in the introductory paragraph of this Agreement.

18. Maryland Uniform Trade Secrets Act

The parties acknowledge that the Confidential Information may include trade secrets as defined by the Maryland Uniform Trade Secrets Act, and that misappropriation of such trade secrets may result in significant damages and other remedies under Maryland law.

19. Supplier Subcontracting Disclosure

Receiving Party acknowledges that Disclosing Party may be involved in Maryland state or public contracts, and Receiving Party agrees to comply with all applicable government contract confidentiality mandates.

20. Right to Disclose

Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to Receiving Party and that such disclosure does not violate any other contractual or statutory obligations.

21. Export Control

Receiving Party shall comply with all applicable export control laws and regulations of the United States and the State of Maryland, including, without limitation, the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR), with respect to any Confidential Information that may be subject to such laws and regulations.

22. Government Audits

If Disclosing Party is subject to government audits or inspections, Receiving Party shall cooperate fully with Disclosing Party in complying with such audits or inspections, while maintaining the confidentiality of the Confidential Information to the extent permitted by law.

23. Industry-Specific Statutes

Receiving Party shall comply with all applicable Maryland industry-specific statutes, such as healthcare (HIPAA), educational privacy, insurance, or procurement regulations, as applicable.

24. Record Keeping

Receiving Party shall comply with any applicable Maryland-required minimum record-keeping or retention periods if handling personally identifying or sensitive data for state projects.

25. Open Records

Nothing in this Agreement shall restrict disclosures expressly protected by Maryland Open Records or Public Information Act requirements.

26. Independent Development

This Agreement does not limit Receiving Party’s own development, use, or disclosure of information independently acquired outside of Disclosing Party’s disclosures.

27. Legal Discovery

In the event that Receiving Party is required to disclose Confidential Information pursuant to legal discovery or subpoena in Maryland, Receiving Party shall:

• Promptly notify Disclosing Party of such requirement.
• Cooperate with Disclosing Party in seeking a protective order or other appropriate remedy.

28. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party, except in the case of a merger or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

29. Indemnification

Receiving Party shall indemnify and hold harmless Disclosing Party from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys’ fees) arising out of or relating to any breach of this Agreement by Receiving Party.

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

[Disclosing Party Name]

By: [Disclosing Party Authorized Signature]

Name: [Disclosing Party Authorized Name]

Title: [Disclosing Party Authorized Title]

[Receiving Party Name]

By: [Receiving Party Authorized Signature]

Name: [Receiving Party Authorized Name]

Title: [Receiving Party Authorized Title]