New Jersey supplier nda template

New Jersey Supplier Non-Disclosure Agreement

This New Jersey Supplier Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Effective Date], by and between:

[Supplier Legal Name], a [Supplier Entity Type] with its principal place of business located at [Supplier Registered Address], and whose primary contact is [Supplier Primary Contact Name] and authorized representative is [Supplier Authorized Representative Name] (“Supplier”);

and

[Recipient Legal Name], a [Recipient Entity Type] with its principal place of business located at [Recipient Registered Address], and whose primary contact is [Recipient Primary Contact Name] and authorized representative is [Recipient Authorized Representative Name] (“Recipient”).

1.

Definition of Confidential Information

Option A: “Confidential Information” means any and all information disclosed by Supplier to Recipient, whether orally, in writing, electronically, visually, or by any other means, relating to Supplier’s business, including, but not limited to, technical data, product specifications, pricing, quotes, discounts, cost breakdowns, manufacturing processes, methods, formulas, packaging information, supply chain data, quality control procedures, samples, blueprints, proprietary designs, business strategies, procurement volumes, supplier and customer lists, purchase orders, contractual terms, vendor evaluations, non-public financial information, computer systems access, and any other information that is identified as confidential or that, under the circumstances, ought reasonably to be treated as confidential.

Option B: “Confidential Information” means all non-public information that Supplier designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential. This includes, without limitation: [List Specific Examples of Confidential Information relevant to this agreement, e.g., specific formulas, customer data, internal pricing models].

2.

Exclusions from Confidential Information

Option A: The obligations of confidentiality under this Agreement shall not apply to any information that:

• Is or becomes publicly known through no wrongful act of Recipient;
• Was already lawfully in Recipient’s possession as evidenced by written records prior to disclosure by Supplier;
• Is independently developed by Recipient without use of or reference to Supplier’s Confidential Information;
• Is required to be disclosed by court order, subpoena, or other legal process, provided that Recipient provides prompt written notice to Supplier to enable Supplier to seek a protective order or other appropriate remedy, and Recipient cooperates with Supplier in obtaining such protective order.

Option B: The exclusions in Option A apply, however, any combination of otherwise non-confidential items shall itself be considered Confidential Information if its component parts are individually non-confidential but their compilation is confidential.

3.

Permitted Use and Restrictions

Option A: Recipient may use the Confidential Information solely for the purpose of evaluating and/or performing its obligations under the following supplier agreements or purchase orders: [List Specific Agreements/POs]. Recipient shall not use the Confidential Information for any other purpose, including, without limitation, for its own benefit or for the benefit of any third party.

Option B: Recipient shall not disclose, transfer, duplicate, retain, publish, reverse engineer, or otherwise use the Confidential Information except as expressly permitted in this Agreement. Recipient shall not share the Confidential Information with its own downstream vendors or subcontractors unless expressly authorized in writing by Supplier.

4.

Safeguarding Confidential Information

Option A: Recipient shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than commercially reasonable administrative, technical, and physical security measures consistent with New Jersey data protection statutes and any relevant industry regulatory standards. This includes, but is not limited to, encryption of data, secure storage, access controls, background checks for employees with access to Confidential Information, and secure transmission protocols.

Option B: If the Confidential Information includes Personally Identifiable Information (PII) or Protected Health Information (PHI), Recipient shall comply with all applicable federal and New Jersey state laws and regulations regarding the protection of such information, including, but not limited to, the New Jersey Identity Theft Prevention Act and related breach notification laws.

5.

Term of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of termination of the supplier relationship between Supplier and Recipient, or until such Confidential Information becomes publicly available through no fault of Recipient, whichever is later.

Option B: The obligations of confidentiality under this Agreement shall continue indefinitely with respect to trade secrets, as defined under the New Jersey Uniform Trade Secrets Act (N.J.S.A. 56:15-1 et seq.).

6.

Return or Destruction of Confidential Information

Option A: Upon termination of the supplier relationship, fulfillment of the applicable agreement, or at the written request of Supplier, Recipient shall promptly return to Supplier or, at Supplier's option, destroy all Confidential Information in its possession or control, including all copies thereof, in all formats (including digital and backups).

Option B: Following destruction of the Confidential Information, Recipient shall provide Supplier with a written certification of destruction signed by an authorized representative of Recipient.

7.

Notification of Unauthorized Disclosure

Option A: Recipient shall immediately notify Supplier in writing of any actual or suspected unauthorized access, breach, loss, or misuse of Confidential Information. Recipient shall fully cooperate with Supplier in investigating and mitigating any such event and in complying with any applicable regulatory notification requirements.

Option B: Such notification shall include all details reasonably necessary for Supplier to assess the scope of the breach, including a list of individuals potentially affected and the types of information compromised.

8.

Consequences of Breach

Option A: In the event of a breach of this Agreement by Recipient, Supplier shall be entitled to seek injunctive relief in the courts of New Jersey to prevent further unauthorized disclosure or use of the Confidential Information. Supplier shall also be entitled to recover actual damages, consequential damages, reasonable attorneys' fees and costs, and liquidated damages in an amount of [Dollar Amount] if applicable and enforceable under New Jersey law.

Option B: Supplier acknowledges that monetary damages may not be a sufficient remedy for a breach of this Agreement and that Supplier shall be entitled to specific performance and other equitable relief, including injunctive relief, without the necessity of posting a bond.

9.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in [County Name] County, New Jersey. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, or by litigation in the state or federal courts located in [County Name] County, New Jersey.

Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. The parties agree that the state and federal courts located in [County Name] County, New Jersey shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

10.

Compliance with Laws

Option A: Both parties shall comply with all applicable federal and New Jersey state laws and regulations governing data security, trade secrets, privacy, and unfair competition, including any industry-specific regulations that may apply.

Option B: Supplier shall ensure that any subcontractors, affiliates, or agents who have access to Confidential Information are bound by written agreements containing confidentiality provisions at least as protective as those contained in this Agreement.

11.

Assignment

Option A: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Option B: Any attempted assignment or transfer in violation of this section shall be void.

12.

Warranties and Representations

Option A: Each party warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Supplier represents that it owns or has the right to disclose the Confidential Information to Recipient.

Option B: No license or transfer of intellectual property is granted or implied by the disclosure of Confidential Information under this Agreement.

13.

Severability

Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the maximum extent possible under New Jersey law.

Option B: The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect as the original provision.

14.

Waiver and Amendment

Option A: No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the waiving party.

Option B: This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties.

15.

Acknowledgment

Option A: The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms. They further acknowledge that they have had the opportunity to seek independent legal counsel regarding this Agreement. This Agreement shall be construed in accordance with New Jersey law, including the implied covenant of good faith and fair dealing.

Option B: The parties acknowledge that this agreement is specifically tailored to the anticipated business relationship and is not a boilerplate template.

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

[Supplier Legal Name]

By: [Supplier Authorized Representative Name]

Title: [Supplier Authorized Representative Title]

[Recipient Legal Name]

By: [Recipient Authorized Representative Name]

Title: [Recipient Authorized Representative Title]