Nebraska supplier nda template

Nebraska Supplier Non-Disclosure Agreement

This Nebraska Supplier Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] by and between [Supplier Legal Name], a [State] [Entity Type] with its principal place of business at [Supplier Address], hereinafter referred to as “Supplier,” and [Recipient Legal Name], a [State] [Entity Type] with its principal place of business at [Recipient Address], hereinafter referred to as “Recipient.”

1. Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, electronically, digitally, or in tangible form, relating to the Disclosing Party's business, including, but not limited to:

• Technical data
• Price lists
• Supplier sourcing and manufacturing information
• Product specifications
• Processes
• Business plans
• Operational procedures
• Vendor and customer lists
• Financial records
• Procurement terms
• Quality control data
• Bid documents
• Supply chain details
• Any and all other information related to the Disclosing Party’s business.

2. Exclusions from Confidential Information

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

• Option A: 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.
• Option B: was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Option C: is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party’s written records.
• Option D: is lawfully received by the Receiving Party from a third party not bound by any obligation of confidentiality.
• Option E: is required to be disclosed by law, regulation, or court order; provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement prior to disclosure, if legally permissible, and takes reasonable steps to minimize the extent of the disclosure.

3. Permitted Use

• Option A: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating, performing, or supporting the business, contractual, service, or supply engagement between the parties (the "Purpose").
• Option B: The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, commercial exploitation or the benefit of any third party.

4. Protection of Confidential Information

The Receiving Party shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care.

• Option A: Reasonable care shall include, but not be limited to, restricting access to the Confidential Information to those employees and contractors with a “need to know” for the Purpose; implementing password protections; securing file storage; encrypting transmissions; providing regular staff training on confidentiality; and implementing appropriate protocols for the disposal of Confidential Information.
• Option B: If the Confidential Information is digital, the Receiving Party shall implement and maintain commercially reasonable data security measures that comply with applicable Nebraska data privacy laws and regulations, including, where applicable, sector-specific standards (such as healthcare, financial, or agricultural supply data).

5. Term and Termination

• Option A: This Agreement shall commence on the Effective Date and shall continue for the duration of the supplier relationship and for a period of [Number] years following the termination of the supplier relationship.
• Option B: The obligations of confidentiality with respect to trade secrets shall survive indefinitely in accordance with the Nebraska Trade Secrets Act.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request or upon the termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, summaries, and extracts thereof, in its possession or control.

• Option A: The Receiving Party shall certify in writing to the Disclosing Party that it has complied with the requirements of this Section.
• Option B: Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by law or regulation, provided that it continues to protect such Confidential Information in accordance with the terms of this Agreement.

7. Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized disclosure, loss, theft, or suspected breach of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation or remediation efforts relating to such unauthorized disclosure.

8. Remedies

In the event of a breach of this Agreement, the Disclosing Party shall be entitled to seek all available legal and equitable remedies, including:

• Actual and consequential damages
• Preliminary and permanent injunctive relief
• Option A: Liquidated damages in the amount of [Dollar Amount]. (Note: Enforceability of liquidated damages may be subject to Nebraska law.)
• Indemnification for third-party claims
• Equitable relief.

9. Governing Law and Jurisdiction

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

• Option A: 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], Nebraska.
• Option B: The parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the parties are unable to resolve the dispute through negotiation, they may agree to submit the dispute to mediation in [City, Nebraska].

10. Nebraska Specific Provisions

The parties acknowledge that they have reviewed this Agreement and agree that it is no broader than necessary to protect the Disclosing Party's legitimate business interests and is not contrary to Nebraska public policy.

11. Data Protection (If Applicable)

If the Confidential Information includes personal data, the Receiving Party shall comply with all applicable Nebraska data protection laws and regulations, including Nebraska’s Data Protection Act, and shall promptly notify the Disclosing Party of any data breach affecting such personal data.

12. Industry-Specific Compliance (If Applicable)

If the parties are engaged in a specific industry, such as agriculture, healthcare, education, or banking, the Receiving Party shall comply with all applicable industry-specific laws, regulations, and best practices in Nebraska.

13. No Reverse Engineering

The Receiving Party shall not reverse engineer, disassemble, or analyze any samples or products provided by the Disclosing Party without the Disclosing Party's prior written consent.

14. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or ownership rights to the Confidential Information. All intellectual property and ownership rights remain with the Disclosing Party.

15. Amendment

Any amendment, waiver, or modification of this Agreement must be in writing and signed by both parties.

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.

17. Severability

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

18. Assignment

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

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

SUPPLIER:

____________________________

[Supplier Printed Name]

[Supplier Title]

[Date]

[Supplier Address, City, State, Zip Code]

RECIPIENT:

____________________________

[Recipient Printed Name]

[Recipient Title]

[Date]

[Recipient Address, City, State, Zip Code]