New Mexico supplier nda template

New Mexico Supplier Non-Disclosure Agreement

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

• [Client Full Legal Name], a [Client Business Entity Type] with its principal place of business at [Client Physical Address] and mailing address at [Client Mailing Address], and contact information at [Client Contact Information] ("Client"), and
• [Supplier Full Legal Name], a [Supplier Business Entity Type] with its principal place of business at [Supplier Physical Address] and mailing address at [Supplier Mailing Address], and contact information at [Supplier Contact Information] ("Supplier").

Recitals

WHEREAS, Client desires to engage Supplier to provide [Description of Goods/Services]; and

WHEREAS, in connection with such engagement, Client may disclose to Supplier certain confidential information relating to Client's business; and

WHEREAS, Supplier is willing to receive such confidential information subject to the terms and conditions set forth herein.

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

Definition of Confidential Information

Confidential Information means any and all information disclosed by Client to Supplier, whether orally, in writing, electronically, digitally, or physically, including but not limited to:

• Technical specifications, designs, drawings, and data.
• Pricing information, cost data, and sales forecasts.
• Supply chain information, including vendor lists and customer lists.
• Source code, algorithms, and software.
• Samples, prototypes, and models.
• Production processes and manufacturing techniques.
• Order documentation, invoices, and payment information.
• Test results, quality assurance materials, and performance data.
• Contracts, agreements, and other legal documents.
• Correspondences, memoranda, and other communications.
• Intellectual property, including patents, trademarks, and copyrights.
• Trade secrets as defined under New Mexico’s Uniform Trade Secrets Act (NM Stat. Ann. § 57-3A-1 et seq.).
• Any other information that a reasonable person would understand to be confidential.

Exclusions from Confidential Information

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

• Option A: Is or becomes publicly available through no fault of Supplier.
• Option B: Is already known to Supplier prior to its disclosure by Client, as evidenced by Supplier's written records.
• Option C: Is independently developed by Supplier without use of or reference to Client's Confidential Information, as evidenced by Supplier's written records.
• Option D: Is lawfully received by Supplier from a third party who is not bound by any confidentiality obligation to Client.
• Option E: Is required to be disclosed by law, regulation, subpoena, or court order, provided that Supplier provides Client with prompt written notice of such requirement (to the extent legally permissible) to allow Client to seek a protective order or other appropriate remedy.

Use and Disclosure Restrictions

Supplier agrees to use the Confidential Information solely for the purpose of [Specify Purpose, e.g., evaluating Client's requirements for goods/services] (the "Purpose"). Supplier shall not:

• Option A: Use the Confidential Information for any purpose other than the Purpose.
• Option B: Disclose the Confidential Information to any third party without Client's prior written consent.
• Option C: Reverse engineer, decompile, or disassemble any Confidential Information.
• Option D: Duplicate or copy the Confidential Information, except as reasonably necessary for the Purpose.
• Option E: Use the Confidential Information to compete with Client.

Protection of Confidential Information

Supplier agrees to protect the Confidential Information using at least 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. "Reasonable efforts" include, but are not limited to:

• Access Control: Limiting access to the Confidential Information to those employees and subcontractors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Secure Recordkeeping: Maintaining accurate and secure records of all Confidential Information.
• Electronic and Physical Security Measures: Implementing appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including encryption, password protection, and restricted access to physical locations where the Confidential Information is stored.

Subcontractors and Affiliates

If Supplier intends to disclose Confidential Information to any of its subcontractors, affiliates, or agents, Supplier shall:

• Option A: Obtain Client's prior written consent.
• Option B: Ensure that such subcontractors, affiliates, or agents are bound by written confidentiality agreements with terms at least as restrictive as those contained in this Agreement and that comply with New Mexico law.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years.

• Option A: The confidentiality obligations with respect to trade secrets shall continue indefinitely, or at least as long as the information qualifies as a trade secret under New Mexico law.
• Option B: Upon termination of this Agreement or at Client's written request, Supplier shall promptly return to Client all Confidential Information in its possession or control, including all copies thereof, or destroy such Confidential Information and certify such destruction in writing to Client.

Return or Destruction of Confidential Information

Upon termination of this Agreement or at Client's written request, Supplier shall promptly:

• Option A: Return to Client all Confidential Information in its possession or control, including all copies thereof.
• Option B: Destroy all Confidential Information in its possession or control and certify such destruction in writing to Client. The method of destruction shall comply with applicable data security and environmental laws in New Mexico.

Notice of Unauthorized Disclosure

Supplier shall immediately notify Client in writing if Supplier becomes aware of any actual or suspected unauthorized disclosure, loss, breach, or compromise of the Confidential Information. Supplier shall cooperate fully with Client in investigating and mitigating any such incident and shall comply with all applicable laws, including the New Mexico Data Breach Notification Act (NM Stat. Ann. § 57-12C-1 et seq.), if applicable.

Remedies

Supplier acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Client for which monetary damages may be inadequate.

• Option A: Accordingly, Client shall be entitled to seek injunctive relief and other equitable remedies to prevent or restrain any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity.
• Option B: Supplier shall be liable for all damages, including actual damages, statutory damages (where applicable under the Uniform Trade Secrets Act), and attorney’s fees, resulting from any breach of this Agreement.

Dispute Resolution

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

• Option A: The parties shall first attempt to resolve the dispute through good-faith negotiation.
• Option B: If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in [City, New Mexico].
• Option C: If the dispute cannot be resolved through mediation, the parties shall submit the dispute to binding arbitration in [City, New Mexico], in accordance with the rules of the American Arbitration Association.
• Option D: (Alternative to arbitration) Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New Mexico in each case located in [County, New Mexico], and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles. The venue for any legal action arising out of or relating to this Agreement shall be in [County, New Mexico].

No License

Nothing in this Agreement shall be construed as granting Supplier any license or ownership rights in or to the Confidential Information or any related intellectual property.

Compliance with Laws

Supplier shall comply with all applicable laws and regulations, including but not limited to, New Mexico data protection statutes and environmental compliance laws. If the Supplier handles personal data, Supplier shall comply with the New Mexico Data Breach Notification Act (NM Stat. Ann. § 57-12C-1 et seq.).

Public Records

The parties acknowledge that Confidential Information may be subject to New Mexico's Inspection of Public Records Act ("IPRA"). The parties agree to cooperate in good faith to ensure that Confidential Information is protected from disclosure to the extent permitted by IPRA and other applicable laws.

Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties.

Assignment

Supplier shall not assign its rights or delegate its obligations under this Agreement without Client's prior written consent.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be construed as nearly as possible to reflect the original intent of the parties. Specifically, if any part of the agreement is found unenforceable, confidentiality obligations will remain binding under New Mexico law.

Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email with confirmation of receipt, to the addresses set forth above.

Equitable Relief

Notwithstanding any other provision of this Agreement, Client shall have the right to seek equitable relief in any court of competent jurisdiction in New Mexico to prevent or restrain any breach or threatened breach of this Agreement.

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, between the parties with respect to such subject matter. Specifically, this NDA supersedes any prior oral or written confidentiality discussions between the supplier and client specific to New Mexico transactions or relationships.

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. Signatures via electronic means will be considered valid under New Mexico’s Uniform Electronic Transactions Act (NM Stat. Ann. § 14-16-1 et seq.).

Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties, their successors, and permitted assigns, uniquely referencing the business context and supply chain relationship as required for enforceability under New Mexico contract law.

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

[Client Full Legal Name]

By: [Client Printed Name]

Title: [Client Title]

[Supplier Full Legal Name]

By: [Supplier Printed Name]

Title: [Supplier Title]