New York supplier nda template

New York Supplier Non-Disclosure Agreement

This New York Supplier Non-Disclosure Agreement (this "Agreement") is made and effective as of [Date], by and between:

[Purchasing Company Name], a [Entity Type] organized and existing under the laws of New York, with its principal place of business at [Purchasing Company Address] ("Recipient"), and

represented by [Authorized Representative Name], [Title], contact details: [Phone Number], [Email Address]; and

[Supplier Company Name], a [Entity Type] organized and existing under the laws of [State/Jurisdiction], with its principal place of business at [Supplier Company Address] ("Discloser"),

represented by [Authorized Representative Name], [Title], contact details: [Phone Number], [Email Address].

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, visually, in writing, electronically, or otherwise, concerning Discloser’s business, that is designated as confidential or that, under the circumstances, would reasonably be understood to be confidential. Confidential Information includes, but is not limited to:

• Supply methods and processes
• Pricing data, cost structures, and profit margins
• Order volumes, forecast volumes, and procurement strategies
• Product specifications, raw material composition, and formulas
• Proprietary manufacturing processes, techniques, and know-how
• Supply chain details, including sourcing and logistics information
• Quality assurance protocols, audit results, and inspection data
• Performance metrics and operational data relating to the supply relationship
• Contracts and purchase orders between Discloser and its customers or suppliers, including any information contained therein
• Vendor lists and supplier information of the Discloser
• Client information shared by Discloser for the purpose of supply fulfillment
• Intellectual property, including trade secrets, patents (pending or granted), copyrights, and trademarks not otherwise protected, and related marketing or technical materials
• Any information clearly marked as "Confidential" or disclosed in a context where confidentiality would reasonably be expected.

2. Exclusions from Confidentiality

The obligations under this Agreement shall not apply to any information that Recipient can demonstrate:

• Was already known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's contemporaneous records.
• Was independently developed by Recipient without the use of or reference to any Confidential Information, as evidenced by Recipient's contemporaneous records.
• Is or becomes generally available to the public through no fault or breach of this Agreement by Recipient.
• Is rightfully received by Recipient from a third party without restriction on disclosure and without breach of any confidentiality obligation.
• Is required to be disclosed by law, regulation, subpoena, or court order, provided that Recipient provides Discloser with prompt written notice of such requirement (to the extent legally permissible) to allow Discloser to seek a protective order or other appropriate remedy. Recipient will cooperate with Discloser in seeking such an order.

3. Use and Disclosure Restrictions

• Recipient shall use the Confidential Information solely for the purpose of fulfilling its obligations under the supply, procurement, or service agreement with Discloser (the "Purpose").
• Recipient shall not disclose, transfer, publish, or otherwise make available the Confidential Information to any third party, including but not limited to subcontractors, affiliates, and agents, without the prior written consent of Discloser.
  • Option A: Recipient may disclose Confidential Information to its employees and contractors who have a need to know for the Purpose and who are bound by written confidentiality obligations no less restrictive than those contained herein.
  • Option B: No disclosure to employees or contractors is permitted without Discloser’s prior written consent.

4. Security Measures

Recipient shall implement and maintain commercially reasonable and robust safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, including:

• Physical security measures, such as secure facilities and controlled access.
• Technical security measures, such as firewalls, intrusion detection systems, and data encryption.
• Administrative security measures, such as employee training, background checks (where legally permissible) for employees with access to Confidential Information, and data access controls.
  • Option A: Recipient shall comply with the applicable provisions of the New York SHIELD Act if the Confidential Information includes "private information" as defined therein.
  • Option B: Recipient shall encrypt all electronic transmissions and storage of Confidential Information.

5. Copying and Reproduction

Recipient shall not copy, reproduce, or reverse engineer the Confidential Information without Discloser's prior written consent. Any authorized copies shall bear the same confidential or proprietary notices as the original. Recipient shall maintain a record of all copies made.

6. Term and Termination

• This Agreement shall commence on the Effective Date and continue for the duration of the supplier relationship between the parties.
• The obligations of confidentiality under this Agreement shall continue for a period of [Number] years after the termination or expiration of the supplier relationship.
  • Option A: The obligation to protect trade secrets, as defined under New York law, shall continue perpetually.
  • Option B: All obligations expire after [Number] years.

7. Return of Confidential Information

Upon Discloser's written demand or upon termination or expiration of the business relationship, Recipient shall promptly return to Discloser all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof, or, at Discloser's option, shall destroy such Confidential Information and certify such destruction in writing to Discloser.

8. Notification of Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing upon becoming aware of any actual or suspected unauthorized access, disclosure, or loss of Confidential Information and shall cooperate fully with Discloser in investigating such event and mitigating its effects. Recipient shall comply with applicable New York state data breach notification laws.

9. Remedies

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

• Injunctive relief, without the necessity of posting a bond, to prevent any further unauthorized disclosure or use.
• Recovery of direct, incidental, and consequential damages sustained by Discloser as a result of such breach.
• Specific performance of Recipient’s obligations under this Agreement.
• Indemnification from Recipient for any third-party claims, losses, damages, and expenses (including reasonable attorney's fees) arising from or relating to Recipient's breach of this Agreement.

10. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If the dispute is not resolved through negotiation within [Number] days, the parties shall submit the dispute to mediation administered by [Mediation Institution, e.g., JAMS or AAA] in [City, State, e.g., New York, New York].
• If the dispute is not resolved through mediation, the parties may pursue arbitration administered by [Arbitration Institution, e.g., JAMS or AAA] in [City, State, e.g., New York, New York], or litigation in the courts as described below.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. 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, e.g., New York County], New York, and each party irrevocably submits to the jurisdiction and venue of such courts.

12. Compliance with Laws

Recipient shall comply with all applicable federal, state, and local laws and regulations, including but not limited to the New York SHIELD Act, the New York Uniform Trade Secrets Act (as adopted or superseded in NY), anti-bribery laws, anti-boycott laws, and export control laws.

13. Audit Rights (Optional)

• Option A: Discloser shall have the right, upon reasonable notice and during normal business hours, to audit Recipient's compliance with the terms of this Agreement.
• Option B: No audit rights are granted.

14. Personnel and Subcontractors

Recipient shall ensure that all personnel with access to Confidential Information receive appropriate training on confidentiality obligations and are subject to background checks (where legally permissible). If Recipient engages subcontractors to perform any work related to the Purpose, Recipient shall require such subcontractors to enter into written confidentiality agreements with terms no less restrictive than those contained herein.

15. No Rights Granted

Nothing in this Agreement shall be construed as granting Recipient any license or other right to use the Confidential Information, except as expressly provided herein.

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, relating to such subject matter. It is clarified that broader or longer-term confidentiality obligations (e.g., under master supply agreements or separate NDAs) remain enforceable.

17. Assignment

Recipient may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Discloser.

18. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, riots, fire, flood, or other natural disaster, provided that the affected party gives prompt written notice to the other party and uses commercially reasonable efforts to mitigate the effects of such event.

19. Non-Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

20. Severability

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

21. Amendment

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

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Purchasing Company Name]

By: [Authorized Representative Name]

Title: [Title]

[Supplier Company Name]

By: [Authorized Representative Name]

Title: [Title]