Minnesota supplier nda template

Minnesota Supplier Non-Disclosure Agreement

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

• [Company Name], a company organized and existing under the laws of Minnesota, with its principal place of business at [Company Address], and represented by [Representative Name] (“Recipient”);

and

• [Supplier Name], a company organized and existing under the laws of [State of Incorporation], with its principal place of business at [Supplier Address], and represented by [Representative Name] (“Supplier”).

1. Definition of Confidential Information:

• Option A: "Confidential Information" means any information disclosed by Recipient to Supplier, whether orally, visually, or in writing, electronic, or other form, that relates to Recipient’s business, including but not limited to proprietary manufacturing processes, product specifications, pricing structures, contract terms, sourcing data, supplier/vendor lists, volume and inventory data, client information provided to the supplier, unique intellectual property incorporated into goods or services, supply chain logistics, quality control results, R&D and engineering designs, bids and proposals, and all related disclosures.
• Option B: "Confidential Information" includes all information marked or identified as confidential, or which, by its nature, a reasonable person would understand to be confidential, including but not limited to [list specific information categories]. All electronic records shall be considered Confidential Information in accordance with Minn. Stat. §§ 325L.01-19.

2. Exclusions from Confidentiality:

• Option A: The obligations of confidentiality under this Agreement shall not apply to information that:
  • is or becomes publicly available other than through a breach of this Agreement;
  • is independently developed by Supplier without use of or reference to the Recipient’s Confidential Information, as proven by written records;
  • was rightfully known to Supplier without restriction prior to its disclosure by Recipient;
  • is rightfully received by Supplier from a third party without restriction; or
  • is required to be disclosed pursuant to law or court order, provided that Supplier provides Recipient with prompt notice of such requirement (if legally permissible) to allow Recipient to seek a protective order or other appropriate remedy.
• Option B: Exclusions are limited to items (a) through (d) above, only. Disclosure pursuant to law requires written notice to [Recipient Contact Person] at least [Number] days prior to disclosure, unless legally prohibited.

3. Permitted Use:

• Option A: Supplier shall use the Confidential Information solely for the purpose of fulfilling its obligations under the supply agreement dated [Date of Supply Agreement] or any subsequent supply, procurement, or service agreement between Recipient and Supplier (the "Purpose"). Supplier shall not use the Confidential Information for any other purpose, including but not limited to competitive advantage, personal gain, or disclosure to any third party, including related entities, subcontractors, or affiliates, unless specifically authorized in writing by Recipient.
• Option B: Supplier's use is restricted to the following specific activities directly related to the Purpose: [*list permitted activities*]. Any other use requires prior written consent from Recipient.

4. Confidentiality Measures:

• Option A: Supplier shall maintain the confidentiality of the Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable standard of care. This shall include, but not be limited to, industry-standard physical, technical, and organizational safeguards, secure digital storage, access controls, employee training, and regular review of procedures.
• Option B: Supplier shall implement the following specific security measures: [*list specific measures, e.g., encryption, access control lists, data loss prevention software*]. Supplier shall comply with all applicable Minnesota confidentiality standards, including those specific to [Industry, e.g., medical device, food], if applicable.

5. Trade Secrets:

• Option A: This Agreement also governs the protection of any trade secrets (as defined in Minn. Stat. §§ 325C.01-08) disclosed by Recipient to Supplier. Recipient asserts its right to pursue all statutory remedies for misappropriation of trade secrets under Minnesota law.
• Option B: The obligations regarding trade secrets will survive indefinitely as long as the information remains a trade secret under Minnesota law.

6. Duration of Confidentiality:

• Option A: The obligations of confidentiality under this Agreement shall continue for the term of the supply relationship between Recipient and Supplier and for a period of [Number] years following the termination of that relationship. The obligations with respect to trade secrets shall continue for as long as the information qualifies as a trade secret under Minnesota law.
• Option B: The confidentiality obligation will terminate [Number] years after disclosure, except for information related to [*specific subject matter*], which will remain confidential indefinitely.

7. Return or Destruction of Confidential Information:

• Option A: Upon Recipient's written request, or upon termination of this Agreement or the supply relationship, Supplier shall promptly return to Recipient or, at Recipient’s option, destroy all Confidential Information in its possession or control, including all copies, extracts, and summaries thereof. Supplier shall certify in writing to Recipient that it has complied with this obligation.
• Option B: Destruction of electronic data must comply with NIST 800-88 standards. Certification of destruction must be provided within [Number] days of Recipient's request.

8. Notification of Breach:

• Option A: Supplier shall promptly notify Recipient in writing upon becoming aware of any actual, suspected, or threatened breach of this Agreement, including any unauthorized access, loss, or misuse of Confidential Information. Such notification shall include details of the incident and the immediate mitigation or remedial steps being taken by Supplier.
• Option B: Notification must be made within [Number] hours of discovery of the breach. The notice should be sent to [Recipient Contact Email] and [Recipient Legal Contact Email].

9. Remedies:

• Option A: Recipient shall be entitled to all available legal and equitable remedies for any breach of this Agreement by Supplier, including, but not limited to, actual damages, injunctive relief (including temporary restraining orders or permanent injunctions obtainable in Minnesota courts under Minn. Stat. § 325C.02), and reasonable attorneys' fees if provided for by contract or law.
• Option B: In addition to other remedies, Supplier agrees to pay liquidated damages of [Dollar Amount] per instance of unauthorized disclosure.

10. Dispute Resolution:

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in Minnesota. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be held in [City, Minnesota].
• Option B: All disputes will be settled by binding arbitration in [City, Minnesota] under the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorneys' fees.

11. Governing Law; Venue:

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles. The exclusive venue and jurisdiction for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in Minnesota.
• Option B: Specifically, the parties waive any right to transfer venue to a court outside of Minnesota.

12. Miscellaneous:

• Option A:
  • Non-Waiver: No failure or delay by Recipient in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof.
  • 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.
  • Amendment: This Agreement may be amended only by a writing signed by both parties.
  • Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option B:
  • Non-Waiver: Only written waivers signed by an authorized representative of Recipient are effective.
  • Amendment: All amendments require approval by Recipient's legal department.

13. Data Protection:

• Option A: If Supplier processes personal data of Recipient's customers or employees, Supplier shall comply with all applicable Minnesota statutes on personal data, including Minn. Stat. § 325E.61 (data breach notification), as well as any applicable federal laws (e.g., HIPAA, if applicable).
• Option B: Supplier shall implement and maintain a comprehensive written information security program that complies with the requirements of Minn. Stat. § 325E.64.

14. Government Data Practices Act (if applicable):

• Option A: If this Agreement involves a governmental body or a public contract, Supplier acknowledges that certain information may be subject to disclosure under the Minnesota Government Data Practices Act (Minn. Stat. Ch. 13).
• Option B: Supplier will immediately notify recipient of any request under the Minnesota Government Data Practices Act (Minn. Stat. Ch. 13) for information related to this agreement.

15. Regulated Industries (if applicable):

• Option A: If Recipient is in a regulated industry (e.g., healthcare, financial services), Supplier shall comply with all sector-specific Minnesota laws and any applicable federal laws (e.g., HIPAA, GLBA).
• Option B: Supplier shall obtain and maintain all necessary certifications and licenses required to comply with the applicable regulations.

16. Employee/Subcontractor Confidentiality:

• Option A: Supplier shall ensure that all of its employees, agents, and subcontractors who have access to Confidential Information are bound by confidentiality obligations at least as protective as those contained in this Agreement.
• Option B: Supplier must obtain signed confidentiality agreements from all employees and subcontractors within [Number] days of their access to Confidential Information.

17. Non-Hire/Non-Circumvention (Optional, review enforceability under Minnesota law):

• Option A: During the term of this Agreement and for a period of [Number] years thereafter, Supplier shall not directly or indirectly solicit or hire any employee of Recipient or circumvent Recipient to contact Recipient's clients or other suppliers.
• Option B: Supplier is permitted to hire general labor workers who are customers of Recipient, provided they have not engaged in work with Recipient within the last [Number] months.

18. Assignment:

• Option A: Supplier shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Recipient.
• Option B: Any attempted assignment without consent shall be void.

19. Review Compliance:

• Option A: Both Parties agree to review this NDA and ensure it remains in compliance with both Minnesota and Federal law.
• Option B: Recipient will conduct a yearly review of this NDA with supplier and amend when needed.

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

[Company Name]

By: [Representative Name]

Title: [Title]

[Supplier Name]

By: [Representative Name]

Title: [Title]