Missouri supplier nda template

Missouri Supplier Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Effective Date], by and between [Company Legal Name], a [State of Incorporation] corporation with a principal place of business at [Company Address] (“Company”), and [Supplier Legal Name], a [State of Incorporation] corporation with a principal place of business at [Supplier Address] (“Supplier”).

1. Definition of Confidential Information

Option A: “Confidential Information” means any and all information disclosed by Company to Supplier, whether orally, visually, or in tangible form, including but not limited to: technical data, trade secrets, business processes, raw material costs, supplier lists, pricing, procurement strategies, product specifications, quality control procedures, inventory data, manufacturing know-how, shipment information, contract terms, and all documentation (electronic, written, verbal, drawings, samples, or physical models).

Option B: “Confidential Information” means all information relating to the Company's [Specific Project/Product] that is disclosed to the Supplier.

2. Exclusions from Confidential Information

Option A: Confidential Information shall not include information that:

• Is or becomes publicly available through no fault of Supplier.
• Was rightfully known to Supplier prior to its disclosure by Company, as evidenced by Supplier's written records.
• Is rightfully received by Supplier from a third party without any obligation of confidentiality.
• Is required to be disclosed pursuant to Missouri statutes, court order, subpoena, or regulatory request, provided that Supplier provides Company with prompt notice of such requirement to allow Company to seek a protective order or other appropriate remedy, unless such notice is prohibited by law.

Option B: Information is excluded from being Confidential Information only if the Supplier can provide documented evidence of its pre-existing knowledge or public availability.

3. Use and Disclosure Restrictions

Option A: Supplier shall use the Confidential Information solely for the purpose of fulfilling its contractual supply or procurement obligations to Company (the "Purpose"). Supplier shall not disclose the Confidential Information to any third party without the prior written consent of Company. Supplier shall not redistribute, reverse engineer, or use the Confidential Information for any competitive, personal, or unrelated business advantage without Company's explicit written consent.

Option B: The supplier may only use the Confidential Information to manufacture parts for the Company and may not use it to create similar parts for any other customer.

4. Security Measures

Option A: Supplier shall implement and maintain reasonable security measures compliant with Missouri’s Uniform Trade Secrets Act to protect the Confidential Information from unauthorized access, use, or disclosure. Such measures shall include, but are not limited to: controlled access, password protection, secure destruction/disposal of materials, secure emailing/sharing protocols, marking of confidential materials, and employee/subcontractor NDA requirements. Supplier shall document these security measures.

Option B: Supplier shall secure all digital copies of confidential information with [Number] factor authentication.

5. Term and Termination

Option A: The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for the term of the supply relationship between Company and Supplier and for a period of [Number] years thereafter. For trade secrets as defined by Missouri law, the obligations of confidentiality shall continue indefinitely.

Option B: This agreement will automatically terminate if the supplier fails to deliver conforming goods on time.

6. Return of Confidential Information

Option A: Upon termination or expiration of the supply relationship, or upon Company's written request, Supplier shall promptly return or destroy all Confidential Information, including all copies, reproductions, and data storage devices, and shall certify in writing to Company that it has complied with this obligation.

Option B: At the Company's discretion, the Supplier may be required to provide a detailed log of destruction of all documents rather than returning them.

7. Notice of Unauthorized Disclosure

Option A: Supplier shall immediately notify Company in writing of any unauthorized access, disclosure, or breach of the Confidential Information and shall cooperate fully with Company in any remediation efforts to mitigate harm.

Option B: The supplier must notify the Company of any unauthorized disclosure within [Number] hours.

8. Remedies

Option A: Supplier acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Company for which monetary damages would be inadequate. Accordingly, Company shall be entitled to injunctive relief under Missouri law, in addition to any other remedies available at law or in equity, including monetary damages for losses, potential liquidated damages (if enforceable under Missouri contract rules), and attorney's fees where permitted.

Option B: The supplier agrees to pay liquidated damages of [Dollar Amount] per instance of unauthorized disclosure, in addition to other legal remedies.

9. Limitation of Liability

Option A: In no event shall Company be liable to Supplier for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement, even if Company has been advised of the possibility of such damages. This limitation shall not apply to liability for willful misconduct or gross negligence.

Option B: Company’s total liability under this agreement shall not exceed [Dollar Amount].

10. Non-Circumvention and Non-Solicitation

Option A: During the term of the supply relationship and for a period of [Number] years thereafter, Supplier shall not directly or indirectly circumvent Company's relationship with its other suppliers or solicit Company's employees. This restriction applies within a [Geographic Area, e.g., State of Missouri] radius of Company's principal place of business.

Option B: The Non-Solicitation clause applies only to direct employees of the Company and does not apply to independent contractors.

11. Governing Law and Venue

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

Option B: Any dispute arising out of this agreement shall be settled by arbitration in [City, Missouri] in accordance with the rules of the American Arbitration Association.

12. Independent Development

Option A: Nothing in this Agreement shall restrict Supplier's right to independently develop products or processes that do not utilize or derive from the Confidential Information.

Option B: The Supplier must provide written documentation of independent development to avoid any conflict with this agreement.

13. Entire Agreement and Amendment

Option A: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

Option B: Email exchanges can be used to amend this agreement.

14. Severability, Assignment, Waiver, and Notice

Option A: 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 may not be assigned by either party without the prior written consent of the other party. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

Option B: The Company may freely assign this agreement, but the Supplier may not.

15. Representation and Warranty

Option A: Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Each party also warrants that the information provided in connection with this Agreement is true and accurate.

Option B: The supplier warrants that it is not currently under investigation by any government agency.

16. Data Protection and Privacy

Option A: To the extent that Supplier processes any personally identifiable information or protected health/business information of Company, Supplier shall comply with all applicable Missouri data protection and privacy laws, including but not limited to [List relevant statutes, e.g., Missouri data breach notification law]. Supplier shall also comply with any applicable industry-specific regulations (such as healthcare, education, or government procurement) relevant to the Confidential Information.

Option B: The supplier confirms that they have obtained all necessary consents to transfer data to the company.

17. Public Policy Considerations

Option A: The parties acknowledge that certain restrictions, such as non-compete clauses, may be subject to limitations under Missouri public policy. The parties intend that all provisions of this agreement shall be construed and enforced in a manner that is consistent with such public policy considerations.

Option B: If the Non-solicitation clause is found to be unenforceable, all other clauses will remain in effect.

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

[Company Legal Name]

By: [Company Representative Name]

Title: [Company Representative Title]

Date: [Date]

[Supplier Legal Name]

By: [Supplier Representative Name]

Title: [Supplier Representative Title]

Date: [Date]