Nevada supplier nda template

Nevada Supplier Non-Disclosure Agreement

This Nevada Supplier Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

[Disclosing Party Legal Name], a [Disclosing Party Business Entity Type] with its principal place of business at [Disclosing Party Registered Address], represented by [Disclosing Party Authorized Representative Name] (“Disclosing Party”),

and

[Supplier Legal Name], a [Supplier Business Entity Type] with its principal place of business at [Supplier Registered Address], represented by [Supplier Authorized Representative Name] (“Supplier”).

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by the Disclosing Party to the Supplier, whether disclosed orally, visually, electronically, in writing, or in tangible form, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including, but not limited to:

• Manufacturing processes
• Pricing agreements
• Sourcing lists
• Proprietary materials
• Product specifications
• Engineering designs
• Logistics data
• Supply chain structures
• Quality control protocols
• Business strategies
• Marketing plans
• Client information
• Subcontractor information
• Information disclosed in written, oral, electronic, or material form

2. Exclusions from Confidential Information

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

• Is already in the Supplier’s possession prior to disclosure by the Disclosing Party, as evidenced by Supplier's records.
• Is or becomes generally available to the public through no fault or breach of this Agreement by the Supplier.
• Is rightfully received by the Supplier from a third party without any obligation of confidentiality.
• Is required to be disclosed by law, regulation, subpoena, or court order, provided that the Supplier provides prompt written notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or other appropriate remedy (where legally permissible).

3. Permitted Use

The Supplier agrees to use the Confidential Information solely for the purpose of performing its obligations under the [Underlying Supplier Agreement Name or Description] between the parties (the “Supplier Agreement”). The Supplier shall not:

• Reverse engineer any product or process of the Disclosing Party.
• Independently develop products or processes that are substantially similar to the Disclosing Party's products or processes using the Confidential Information.
• Use the Confidential Information for any competitive purpose.
• Disclose, sell, license, transfer, or otherwise make available the Confidential Information to any third party without the Disclosing Party’s prior written consent.

4. Protection of Confidential Information

The Supplier shall:

• Protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Implement and maintain appropriate physical, administrative, and technical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure.
• Limit access to the Confidential Information to those of its employees, agents, and subcontractors who have a need to know such information for the purpose of the Supplier Agreement and who are bound by confidentiality obligations at least as protective as those contained in this Agreement. The Supplier must provide written acknowledgement from those individuals.

5. Term

This Agreement shall commence on the Effective Date and shall continue in effect:

• Option A: During the term of the Supplier Agreement.
• Option B: During the term of the Supplier Agreement and for a period of [Number] years following the termination of the Supplier Agreement.
• Option C: Indefinitely, with respect to Confidential Information that constitutes a trade secret under the Nevada Uniform Trade Secrets Act.

6. Return or Destruction of Confidential Information

Upon the termination of the Supplier Agreement or upon the Disclosing Party’s written request, the Supplier shall:

• Promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including all copies, notes, and extracts thereof, or, at the Disclosing Party’s option, securely destroy such materials.
• Provide the Disclosing Party with a written certification of destruction signed by an authorized representative of the Supplier.

7. Notification of Unauthorized Disclosure

The Supplier shall:

• Immediately notify the Disclosing Party upon discovery of any unauthorized access, use, disclosure, loss, or misuse of the Confidential Information.
• Cooperate with the Disclosing Party in any investigation and take all reasonable steps to mitigate the effects of any such unauthorized access, use, disclosure, loss, or misuse.
• Comply with all applicable Nevada data breach notification laws, including NRS § 603A.

8. Remedies

In the event of a breach of this Agreement by the Supplier, the Disclosing Party shall be entitled to:

• Seek injunctive relief to prevent further unauthorized disclosure or use of the Confidential Information.
• Recover monetary damages, including actual damages, consequential damages, and, where applicable under Nevada law, punitive damages.
• Recover reasonable attorneys' fees and costs incurred in enforcing this Agreement.
• Option A: Liquidated damages in the amount of [Dollar Amount].

9. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Initially, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall submit the dispute to non-binding mediation in [City, Nevada].
• If mediation fails, the dispute shall be resolved by:
  • Option A: Binding arbitration in accordance with the rules of the American Arbitration Association in [City, Nevada].
  • Option B: Litigation in the state or federal courts located in [City, Nevada].

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. The exclusive venue and jurisdiction for any legal action arising out of or relating to this Agreement shall be the state or federal courts located in [City, Nevada].

11. Representations and Warranties

The Supplier represents and warrants that:

• It has the full right, power, and authority to enter into this Agreement.
• Its performance of its obligations under this Agreement will not violate any applicable law, regulation, or agreement.
• It shall comply with all applicable data protection, privacy, and fair trade practices laws as per Nevada Revised Statutes.

12. Non-Solicitation

• Option A: During the term of the Supplier Agreement and for a period of [Number] years thereafter, the Supplier shall not solicit or attempt to solicit for employment any employee of the Disclosing Party who has access to Confidential Information.
• Option B: (No Non-Solicitation Clause)

13. Assignment

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

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties.

15. 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.

16. Amendment

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

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 mail, return receipt requested, sent by a nationally recognized overnight courier service, or sent by email (if confirmed by recipient) to the addresses set forth above.

18. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be considered original signatures for all purposes.

19. No Obligation to Disclose

Nothing in this Agreement shall be construed as obligating the Disclosing Party to disclose any Confidential Information to the Supplier or to enter into any other agreement or relationship with the Supplier. The existence of this Agreement itself shall be considered Confidential Information.

20. Supplier Regulatory Compliance

• Option A: (For Government Contract Suppliers) The Supplier acknowledges that the Disclosing Party is subject to various governmental regulations and the Supplier will comply with all applicable laws and regulations, including [Specific Regulations, e.g., FAR Clauses] relating to the handling of Confidential Information.
• Option B: (For Gaming Industry Suppliers) The Supplier understands and agrees to comply with all Nevada Gaming Regulations as they pertain to the disclosure and protection of Confidential Information related to the Disclosing Party's gaming operations.

21. Construction

Any ambiguity in this Agreement shall be construed as if drafted jointly by the parties, and no rule of construction shall be invoked against either party. This NDA is intended to preserve trade secret status under the Nevada Uniform Trade Secrets Act.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

[Supplier Legal Name]

By: [Supplier Authorized Representative Name]

Title: [Supplier Authorized Representative Title]