Mississippi supplier nda template

Mississippi Supplier Non-Disclosure Agreement

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

[Supplier Legal Name], a company organized and existing under the laws of Mississippi, with its principal place of business at [Supplier Business Address] (Mississippi Business Registration Number: [If Applicable]), hereinafter referred to as "Disclosing Party," and

[Recipient Legal Name], a company organized and existing under the laws of [Recipient State], with its principal place of business at [Recipient Business Address], hereinafter referred to as "Receiving Party."

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, electronically, or in writing, including, but not limited to:

• Business methods, product specifications, supply and pricing terms, vendor contracts, bills of materials, manufacturing methods, quality control documents, delivery schedules, order volumes, drawings, prototypes, proprietary processes, RFP responses, and any other information relating to the Disclosing Party's business that is not generally known to the public.

Options:

• Option A: Specifically include customer lists and marketing plans as Confidential Information.
• Option B: Limit Confidential Information to technical information only.

2. Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement.
• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by documentation in the Receiving Party’s possession.
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information.
• Is required to be disclosed pursuant to a valid order of a court or governmental authority, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, and the Receiving Party only discloses the minimum amount of information required to comply with the order.
• Is lawfully obtained by the Receiving Party from a third party who is not bound by any confidentiality obligation to the Disclosing Party.

3. Purpose of Disclosure

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

• Evaluating and potentially entering into a supply agreement between the parties (the “Purpose”).

Options:

• Option A: Expand the Purpose to include specific services to be performed by the Supplier.
• Option B: Narrow the Purpose to only preliminary discussions and due diligence.

4. Obligations of Receiving Party

The Receiving Party agrees to:

• Protect the Confidential Information from unauthorized disclosure using the same degree of care, but no less than a reasonable degree of care, as it uses to protect its own confidential information of a similar nature.
• Limit access to the Confidential Information to its employees, agents, and subcontractors ("Representatives") who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.
• Implement and maintain appropriate physical, technical, and administrative safeguards to protect the confidentiality and security of the Confidential Information, consistent with Mississippi law, including Mississippi Code § 75-24-29 regarding data breach notification.
• Not copy, reverse engineer, improve, or create derivative works based upon the Confidential Information without the prior written consent of the Disclosing Party.
• Immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information.

5. Term and Termination

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

Options:

• Option A: The confidentiality obligations shall survive termination of this Agreement for a period of [Number] years. For trade secrets, confidentiality shall be perpetual to the extent protected under the Mississippi Uniform Trade Secrets Act.
• Option B: This agreement will terminate upon the earlier of [Date] or termination of the potential or actual supply relationship.

6. Return of Confidential Information

Upon the termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party or destroy all documents, materials, media, notes, and other tangible embodiments of the Confidential Information, including all copies thereof, in its possession or control and certify in writing to the Disclosing Party that it has complied with this obligation. Destruction must be performed via [Specific Destruction Method] (e.g., shredding, secure electronic erasure).

7. Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any unauthorized disclosure, actual or suspected data breach, or threatened misappropriation of the Confidential Information and shall cooperate fully with the Disclosing Party in any remedial efforts to mitigate the effects of such disclosure or misappropriation.

8. Remedies

The Disclosing Party shall be entitled to all available legal and equitable remedies for any breach of this Agreement by the Receiving Party, including, but not limited to, actual and consequential damages, injunctive relief, and specific performance. The parties agree that monetary damages may be insufficient to remedy a breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief to prevent any further breach. Liquidated damages are not applicable unless expressly stated in this section.

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.
• If the dispute is not resolved through negotiation, the parties agree to submit the dispute to mediation in [City], Mississippi.
• If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City], Mississippi, in accordance with the rules of the American Arbitration Association.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in Mississippi.

10. Intellectual Property

The Receiving Party acknowledges that the Confidential Information is the sole and exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right in or to the Confidential Information. If improvements or derivative works are developed based on the Confidential Information, the Receiving Party shall promptly disclose and assign all rights to the Disclosing Party upon request.

11. Data Protection

To the extent that the Confidential Information includes personal information, the Receiving Party shall comply with all applicable Mississippi data protection laws, including [List Relevant Mississippi Data Protection Statutes, if any].

12. Prior Agreements

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. In the event of a conflict between this NDA and any prior or subsequent agreements between the parties, the terms of this NDA shall govern with respect to Confidential Information unless such other agreement specifically states otherwise.

13. Amendments and Waivers

No amendment, waiver, or consent to any provision of this Agreement shall be effective unless it is in writing and signed by both parties.

14. Assignment

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

Options:

• Option A: This Agreement may be assigned by the Disclosing Party to a successor in interest.
• Option B: This Agreement shall not be assigned by either party.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This provision shall be interpreted in accordance with Mississippi contract law.

16. Acknowledgement

Each party acknowledges that it has read this Agreement, understands it, and has had the opportunity to seek independent legal counsel before signing it. The parties agree that they are not relying on any oral statements or representations made by the other party.

17. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

[Supplier Legal Name]

By: [Supplier Name]

Title: [Supplier Title]

Date: [Date]

[Recipient Legal Name]

By: [Recipient Name]

Title: [Recipient Title]

Date: [Date]