Michigan supplier nda template

Michigan Supplier Nondisclosure Agreement

This Michigan Supplier Nondisclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

[Company Name], a [State] [Entity Type] with its principal place of business at [Company Address] ("Discloser"), and
Contact Information: [Contact Name], [Contact Title], [Contact Phone], [Contact Email]

[Supplier Name], a [State] [Entity Type] with its principal place of business at [Supplier Address] ("Supplier"),
Contact Information: [Contact Name], [Contact Title], [Contact Phone], [Contact Email]

1. Definition of Confidential Information

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

• Proprietary manufacturing processes
• Product specifications
• Material sources
• Quality control procedures
• Pricing information
• Distribution strategies
• Engineering data
• Technical documentation
• Contracts
• Vendor and customer lists
• Supply chain information
• Business plans
• Inventory data
• Computer code
• Blueprints

2. Exclusions from Confidentiality

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

• Is or becomes generally available to the public other than as a result of a disclosure by Supplier or its Representatives in violation of this Agreement.
• Was already known to Supplier prior to its disclosure by Discloser, as evidenced by Supplier’s written records.
• Is lawfully disclosed to Supplier by a third party who has the right to make such disclosure without any obligation of confidentiality.
• Is independently developed by Supplier without use of or reference to the Discloser’s Confidential Information, as evidenced by Supplier's written records.
• Is required to be disclosed by law, regulation, court order, or other legal process, provided that Supplier provides Discloser with prompt written notice of such requirement (to the extent legally permitted) and cooperates with Discloser, at Discloser’s expense, in seeking a protective order or other appropriate remedy. Supplier shall only disclose such Confidential Information to the extent required by such law, regulation, court order, or other legal process.

3. Purpose Limitation

Confidential Information shall be used by Supplier solely for the purpose of performing Supplier’s obligations under that certain [Contract or Purchasing Agreement Name] dated [Date of Contract] (the “Supply Agreement”). Supplier shall not use the Confidential Information for any other purpose, including but not limited to developing products or services competitive with those of Discloser, or reverse engineering Discloser's products.

• Option A: Supplier shall not disclose Confidential Information to any third party, including affiliates and subcontractors, without the prior written consent of Discloser.
• Option B: Supplier may disclose Confidential Information to its employees, agents, and subcontractors (collectively, "Representatives") who have a need to know such information for the Purpose, provided that such Representatives are bound by written confidentiality agreements containing terms no less restrictive than those contained herein.

4. Protection of Confidential Information

Supplier shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care, taking into account the sensitivity of the Confidential Information. Supplier agrees to implement and maintain reasonable administrative, physical, and technical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure. This includes:

• Secure document transmission protocols
• Restricted personnel access to Confidential Information
• Prohibition against duplication of Confidential Information, except as required for the Purpose
• Secure disposal of physical and electronic records containing Confidential Information

5. Term

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:

• Option A: During the term of the Supply Agreement and for a period of [Number] years thereafter.
• Option B: During the term of the Supply Agreement and until such time as the Confidential Information ceases to be a trade secret under Michigan law.

6. Return or Destruction of Confidential Information

Upon the termination of the Supply Agreement or upon Discloser's written request, Supplier shall promptly return to Discloser all Confidential Information, including all copies, extracts, and other reproductions thereof, or, at Discloser’s option, destroy all such Confidential Information and certify in writing to Discloser that it has been destroyed. This includes the deletion of all electronic data.

7. Notice of Unauthorized Disclosure

Supplier shall immediately notify Discloser in writing upon discovery of any actual or suspected unauthorized use, loss, or disclosure of Confidential Information and shall cooperate fully with Discloser in any investigation or mitigation actions. Supplier shall take all reasonable steps to prevent any further unauthorized use or disclosure.

8. Remedies for Breach

Supplier acknowledges that any breach of this Agreement may cause irreparable harm to Discloser for which monetary damages may be inadequate. Therefore, Discloser shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity.

• Option A: Supplier agrees that liquidated damages of [Dollar Amount] per breach will be adequate compensation.
• Option B: Discloser shall be entitled to recover its actual damages, including direct, indirect, and consequential damages, resulting from Supplier’s breach of this Agreement.

The prevailing party in any legal action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

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 the dispute is not resolved through negotiation, the parties may agree to submit the dispute to mediation.
• Third, if the dispute is not resolved through negotiation or mediation, the dispute shall be resolved by:
  • Option A: Binding arbitration in [City], Michigan, in accordance with the rules of the American Arbitration Association.
  • Option B: Litigation in the state or federal courts located in [County], Michigan. The parties hereby consent to the exclusive jurisdiction and venue of such courts.

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

10. Compliance with Michigan Law

This Agreement is intended to comply with all applicable Michigan laws, including but not limited to the Michigan Uniform Trade Secrets Act (UTSA) and the Michigan Consumer Protection Act (if applicable). No provision of this Agreement shall be construed as waiving any rights or remedies available to Discloser under applicable law.

11. Assignment

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

12. Supplier Personnel and Subcontractors

Supplier shall ensure that all of its employees, agents, and subcontractors who have access to Confidential Information are bound by written confidentiality agreements containing terms no less restrictive than those contained herein. Supplier acknowledges that its employees, agents, and subcontractors may be individually liable for violations of the Michigan Uniform Trade Secrets Act.

13. Regulated Industries

• Option A: If Supplier's activities involve regulated industries in Michigan (e.g., automotive, healthcare, financial services), Supplier agrees to comply with all applicable laws and regulations, including but not limited to HIPAA and GLBA.
• Option B: This agreement does not involve regulated industries.

14. No License

No license, express or implied, is granted to Supplier under any patent, copyright, trademark, or other intellectual property right of Discloser by reason of this Agreement.

15. Limitation of Liability

To the extent permitted by Michigan law, Discloser shall not be liable to Supplier for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement.

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

17. Waiver, Severability, and Interpretation

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement shall be construed in accordance with the laws of the State of Michigan.

18. Independent Contractor

Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties. Supplier is an independent contractor and is solely responsible for all taxes, insurance, and other obligations related to its services.

19. Signature

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

[Company Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Signature: ____________________________

[Supplier Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Signature: ____________________________