New Hampshire supplier nda template

New Hampshire Supplier Non-Disclosure Agreement

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

• [Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address] (“Discloser”), and

• [Receiving Party Name], a [State] [Entity Type] with its principal place of business at [Receiving Party Address] (“Recipient”).

WHEREAS, Discloser possesses certain Confidential Information (as defined below) relating to its business; and

WHEREAS, Discloser desires to disclose such Confidential Information to Recipient for the purpose of [Purpose of Disclosure, e.g., evaluating Recipient's ability to supply components] (the “Purpose”); and

WHEREAS, Recipient desires to receive such Confidential Information for the Purpose and agrees to protect the confidentiality thereof;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Discloser to Recipient, whether orally, visually, in writing, electronically, or in any other form, relating to Discloser’s business, including, but not limited to:

• Product specifications

• Component designs

• Manufacturing methods

• Procurement data

• Inventory details

• Supplier and manufacturer identities

• Pricing structures

• Supply chain information

• Quality control records

• Intellectual property (including patents, trade secrets, and copyrighted materials)

• Business strategies specific to procurement or partnership planning

• Logistical arrangements

• Technical documentation

• Customer and vendor lists

• Sales data

• Software or IT systems used in supplier integration

• Cost breakdowns

• Contractual terms

• Proposals

• Bids

• Forecasts

• Options:

• Option A: Confidential Information shall also include any information derived from the Confidential Information.

• Option B: Confidential Information shall NOT include feedback from Recipient related to Discloser's products or services.

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly available through no fault of Recipient;

• Was rightfully in Recipient’s possession prior to disclosure by Discloser;

• Is independently developed by Recipient without use of or reference to the Confidential Information;

• Is required to be disclosed by law, court order, or government regulation, provided that Recipient gives Discloser prompt written notice of such requirement (unless prohibited by law) to allow Discloser to seek a protective order or other appropriate remedy.

3. Use and Disclosure Restrictions

• Recipient shall use the Confidential Information solely for the Purpose.

• Recipient shall not disclose the Confidential Information to any third party without the prior written consent of Discloser, except as expressly authorized in this Agreement.

• Options:

• Option A: Recipient may disclose Confidential Information to its employees, contractors, and advisors who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

• Option B: Recipient shall not disclose Confidential Information to any employees, contractors or advisors without the prior written consent of the Discloser.

4. Protection of Confidential Information

• Recipient shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of similar nature, but in no event less than reasonable care.

• Recipient shall implement and maintain appropriate security measures, including physical, technical, and administrative safeguards, to protect the Confidential Information. These measures shall include, but not be limited to, employee access controls, secure storage, encryption measures for electronic data, and careful management of all physical and digital copies.

• Options:

• Option A: Recipient shall require all subcontractors, agents, and affiliates who receive access to the Confidential Information to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

• Option B: Recipient must pre-approve with Discloser, in writing, any and all potential subcontractors, agents, and affiliates who may receive access to Confidential Information.

5. Term and Termination

• This Agreement shall commence on the Effective Date and shall continue for the duration of the business relationship between the parties and for a period of [Number] [Years/Months] after termination of the business relationship.

• Options:

• Option A: Discloser may terminate this Agreement at any time upon written notice to Recipient.

• Option B: This Agreement shall automatically terminate if the business relationship between the parties terminates.

6. Return or Destruction of Confidential Information

• Upon termination of this Agreement or at Discloser’s request, Recipient shall promptly return or destroy all Confidential Information in its possession or control, including all copies, extracts, and derivatives thereof.

• Recipient shall certify in writing to Discloser that it has complied with the requirements of this section.

7. Breach Notification

• Recipient shall immediately notify Discloser upon becoming aware of any actual or suspected breach of this Agreement or any unauthorized use or disclosure of the Confidential Information.

• Recipient shall cooperate fully with Discloser in investigating and mitigating any such breach.

8. Remedies

• Recipient acknowledges that unauthorized use or disclosure of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate.

• Discloser shall be entitled to seek injunctive relief to prevent any such unauthorized use or disclosure, in addition to any other remedies available at law or equity, including, but not limited to, actual damages, and reasonable attorneys' fees and costs.

• Options:

• Option A: The parties agree that liquidated damages in the amount of [Dollar Amount] would be a reasonable estimate of the damages suffered by Discloser in the event of a breach of this Agreement.

• Option B: Discloser is entitled to indemnification from any losses related to breach of this agreement, including attorney's fees.

9. Dispute Resolution

• The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.

• If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, State].

• If mediation is unsuccessful, the parties may pursue binding arbitration or litigation in the state or federal courts located in [County], New Hampshire.

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

• The parties agree that the state and federal courts located in [County], New Hampshire shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

10. Representations and Warranties

• Each party represents and warrants that it has the right to enter into this Agreement and to disclose the Confidential Information, as applicable.

• Discloser warrants that the Confidential Information does not infringe upon the intellectual property rights of any third party.

11. Data Protection

• Recipient shall comply with all applicable data protection laws and regulations, including any applicable New Hampshire statutes and industry-specific regulations, in its handling of the Confidential Information.

• Recipient shall implement appropriate technical and organizational measures to protect the Confidential Information from unauthorized access, use, or disclosure.

12. 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 same economic effect.

13. Permitted Disclosures

• Recipient may disclose the Confidential Information to its auditors, advisors, or regulatory authorities, provided that such disclosures are required by law or regulation and the Recipient provides Discloser with prompt written notice of such disclosure (unless prohibited by law).

• Recipient shall maintain accurate records of all such disclosures.

14. No Other Relationship

• This Agreement does not create any partnership, joint venture, or exclusive supply relationship between the parties.

15. Amendment and Waiver

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

• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

16. Assignment

• Recipient may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser, except to a successor entity in a bona fide business transfer.

17. Cross-Border Considerations

• Recipient shall comply with all applicable export control laws and regulations and anti-bribery laws, including the Foreign Corrupt Practices Act, in its use and disclosure of the Confidential Information.

18. Notices

• All notices under this Agreement shall be in writing and shall be deemed to be 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. Email with receipt confirmation is also acceptable.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Receiving Party Name]

By: [Name]

Title: [Title]