North Carolina supplier nda template

North Carolina Supplier Non-Disclosure Agreement

This North Carolina Supplier Non-Disclosure Agreement ("Agreement") is made and entered into as of [Effective Date], by and between:

[Supplier Full Legal Name], a [Supplier Entity Type] with its principal place of business at [Supplier Registered Business Address], represented by [Supplier Contact Person], [Supplier Contact Person Role] ("Supplier");

and

[Recipient Full Legal Name], a [Recipient Entity Type] with its principal place of business at [Recipient Registered Business Address], represented by [Recipient Contact Person], [Recipient Contact Person Role] ("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, or by any other means, including but not limited to:

• Pricing structures
• Sourcing and procurement data
• Proprietary manufacturing processes
• Product specifications
• Supply chain logistics
• Vendor and client lists
• Component formulas
• Business and marketing strategies
• Quality control protocols
• Order volumes
• Inventory records

Option B: "Confidential Information" includes all data, documents, and information provided or shown, including trade secrets as defined under North Carolina law, relating to [Specific product or service area].

2. Exclusions from Confidential Information

Option A: The following information shall not be considered Confidential Information:

• Information that is now or later becomes publicly available through no fault of Recipient.
• Information lawfully known to Recipient prior to disclosure without breach of any duty.
• Information independently developed by Recipient without use of or reference to Supplier’s Confidential Information.
• Information lawfully obtained from a third party without any confidentiality obligations.

Option B: Information that is (a) rightfully received from a third party without restriction, (b) already known to Recipient, (c) independently developed, or (d) publicly available through no fault of Recipient, will not be considered Confidential Information.

3. Use of Confidential Information

Option A: Recipient shall use the Confidential Information solely for the purpose of evaluating and engaging in a supplier-buyer relationship with Supplier relating to [Purpose of Procurement].

Option B: The Confidential Information may only be used directly in relation to [Specific Project or Collaboration]. All other uses are strictly prohibited.

• Recipient shall not, directly or indirectly, use, disclose, reverse engineer, duplicate, or transfer the Confidential Information for any other purpose.

4. Protection of Confidential Information

Option A: Recipient shall employ all commercially reasonable and industry-appropriate administrative, physical, and technical safeguards to protect the security and confidentiality of the Confidential Information, including:

• Internal policies
• Secure storage
• Restricted access
• Encryption
• Transmission controls

Option B: Recipient agrees to protect the confidentiality of the Confidential Information in the same manner as it protects its own similar confidential information, but in no event less than reasonable care. This includes maintaining data security practices aligned with North Carolina best practices for data breach prevention.

5. Return or Destruction of Confidential Information

Option A: Upon Supplier’s written request or upon termination of the supplier relationship, Recipient shall promptly return or destroy all Confidential Information, including electronic files and physical documents, and certify in writing to Supplier that such return or destruction has been completed.

Option B: Within [Number] days of termination, Recipient shall return or destroy all tangible embodiments of Confidential Information and provide a written certificate of destruction, in accordance with North Carolina's rules on evidentiary spoliation.

6. Term and Termination

Option A: This Agreement shall commence on the Effective Date and continue for the duration of the supplier relationship and for a period of [Number] years after termination.

Option B: The obligations of confidentiality under this Agreement shall survive termination of the business relationship indefinitely with respect to any information that constitutes a "trade secret" under N.C. Gen. Stat. § 66-152 et seq. and for [Number] years with respect to all other Confidential Information.

7. Notification of Unauthorized Disclosure

Option A: Recipient shall promptly notify Supplier in writing of any actual or suspected unauthorized use, loss, or exposure of Confidential Information and shall cooperate fully with Supplier in any investigation or mitigation process, per North Carolina breach reporting obligations.

Option B: Recipient will immediately notify Supplier of any unauthorized disclosure and will take all reasonable steps to mitigate the damage.

8. Remedies for Breach

Option A: In the event of a breach of this Agreement, Supplier shall be entitled to injunctive relief, liquidated damages in the amount of [Dollar Amount], actual damages, and reimbursement of legal fees.

Option B: Recipient acknowledges that a breach of this Agreement will cause irreparable harm to Supplier, entitling Supplier to injunctive relief in addition to any other remedies available at law or equity, referencing North Carolina’s equitable powers and statutory remedies for misappropriation of trade secrets.

9. Governing Law and Jurisdiction

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the Superior Court of [North Carolina County] County, North Carolina.

Option B: The parties agree to attempt to resolve any disputes through negotiation, followed by mediation in North Carolina, before initiating any legal action. This agreement is subject to mandatory mediation requirements in certain North Carolina courts.

10. Compliance with Laws

Recipient agrees to comply with all applicable North Carolina laws, including the North Carolina Uniform Trade Secrets Protection Act (UTSPA), and all applicable federal laws and regulations.

11. Third-Party Disclosure

Option A: Recipient shall not disclose Confidential Information to any third party, including affiliates, agents, or subcontractors, without the prior written consent of Supplier and only after ensuring the third party is bound by written confidentiality obligations at least as restrictive as those contained herein, in accordance with North Carolina subcontracting law.

Option B: Disclosure to employees is permitted only on a need-to-know basis, and all employees must be informed of their confidentiality obligations.

12. Restrictive Covenants (If Applicable)

Option A: Recipient agrees not to solicit Supplier’s employees or customers for a period of [Number] years following termination of the supplier relationship. This covenant is reasonable in scope, geographic area, and duration, and compliant with North Carolina’s requirements for enforceability of restrictive covenants.

Option B: [Describe any non-solicitation or non-circumvention agreements]. Recipient agrees that these restrictions are necessary to protect Supplier’s legitimate business interests.

13. No License

No transfer or license of intellectual property is conveyed by the disclosure of Confidential Information unless otherwise expressly set out in a separate written agreement.

14. Authority

Each party represents and warrants that it has the authority and capacity to enter into this Agreement under applicable North Carolina corporate laws, including any necessary board or officer resolutions.

15. Amendment

Any amendment or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

16. Miscellaneous

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. 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 deemed original signatures for all purposes.

17. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

19. Counterparts

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.

20. Electronic Signatures

Electronic signatures shall be deemed original signatures for all purposes.

21. Supplemental Agreement

This NDA is supplemental and does not supersede any separate supply or service agreements in force unless expressly stated otherwise within those agreements.

22. Language

If either party uses a primary language other than English, they are responsible for obtaining their own translation of this agreement.

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

[Supplier Full Legal Name]

By: [Supplier Authorized Representative Name]

Title: [Supplier Authorized Representative Title]

[Recipient Full Legal Name]

By: [Recipient Authorized Representative Name]

Title: [Recipient Authorized Representative Title]