North Dakota supplier nda template

North Dakota Supplier Non-Disclosure Agreement

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

• [Company Name], a company organized and existing under the laws of the State of [State of Incorporation], with its principal place of business at [Company Address], hereinafter referred to as "Recipient,"

and

• [Supplier Name], a company organized and existing under the laws of the State of [State of Incorporation], with its principal place of business at [Supplier Address], hereinafter referred to as "Discloser."

WHEREAS, Recipient desires to engage Discloser as a [Supplier Role, e.g., manufacturer, distributor, service provider] in connection with the [Business Relationship, e.g., goods supply, services, subcontracting]; and

WHEREAS, in connection with such engagement, Recipient may disclose to Discloser certain Confidential Information (as defined below);

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 Recipient to Discloser, whether orally, visually, or in writing or other tangible form, including but not limited to:

• Product specifications
• Pricing information
• Supply chain methods
• Inventory levels
• Proprietary manufacturing methods
• Formulas
• Procurement data
• Shipment schedules
• Business plans
• Client or customer lists
• Purchase volumes
• Order history
• Technical drawings
• Software
• Marketing strategies
• Proposals
• RFP/RFQ submissions
• Business processes
• Quality control documents
• All information disclosed in any form (written, electronic, oral, physical samples, etc.).

Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Is or becomes publicly available other than as a result of disclosure by Discloser in violation of this Agreement.
• Was already lawfully known to Discloser prior to its disclosure by Recipient, as evidenced by Discloser's written records.
• Is independently developed by Discloser without use of or reference to the Confidential Information.
• Is rightfully obtained by Discloser from a third party who is not bound by any confidentiality obligation to Recipient.
• Is required to be disclosed by law, court order, or governmental or regulatory authority; provided, however, that Discloser shall, to the extent legally permissible, provide Recipient with prompt written notice of such requirement prior to disclosure so that Recipient may seek a protective order or other appropriate remedy.

Use of Confidential Information

Discloser agrees to use the Confidential Information solely for the purpose of [Permitted Purpose related to Supplier Relationship] and only to the extent necessary to fulfill its obligations under this Agreement. Discloser shall not:

• Reverse engineer, disassemble, or decompile any Confidential Information.
• Use the Confidential Information for any competitive purpose.

Standard of Care

Discloser agrees to protect the Confidential Information with:

• Option A: A reasonable degree of care.
• Option B: A commercially reasonable degree of care, but in no event less than the degree of care Discloser uses to protect its own similar confidential information.

Discloser shall maintain physical, electronic, and procedural safeguards to prevent unauthorized access to or disclosure of the Confidential Information. Access to the Confidential Information shall be limited to those employees, contractors, and agents of Discloser who have a need to know such information for the Permitted Purpose.

Employee/Contractor Confidentiality

Discloser shall require all of its employees, contractors, and agents who have access to the Confidential Information to execute written confidentiality agreements with terms no less restrictive than those contained herein, and Discloser shall ensure their compliance with such agreements. These agreements will acknowledge compliance with North Dakota's Uniform Trade Secrets Act (NDCC Chapter 47-25.1).

Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

• Option A: For a period of [Number] years after the termination of the business relationship between the parties.
• Option B: In the case of trade secrets, indefinitely, so long as the information retains its trade secret status under applicable law, including NDCC Chapter 47-25.1.

Post-Termination Obligations

Upon termination of this Agreement, or upon Recipient's written request, Discloser shall:

• Promptly return to Recipient all Confidential Information in Discloser's possession or control, including all copies thereof, in whatever form (hard copy, digital, sample products, etc.).
• Or, at Recipient's option, destroy all such Confidential Information and provide Recipient with written certification of such destruction.
• Discloser will also permanently delete all electronic Confidential Information from its systems.

Industry Compliance

If this Agreement involves sectors with specific North Dakota regulations:

• Option A: N/A
• Option B: Discloser shall comply with all applicable North Dakota regulations, including but not limited to breach notification requirements under NDCC Section 51-30 and [Other Relevant North Dakota Specific Regulations].

Data Protection Standards

Discloser shall comply with all applicable data protection laws and regulations in North Dakota, including NDCC Section 51-30, and shall promptly notify Recipient of any security breach or unauthorized disclosure of Confidential Information within [Number] days of discovery, including the date of the breach, the nature of the information compromised, and the steps being taken to remediate the breach.

Remedies for Breach

Discloser acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to Recipient. In the event of any breach or threatened breach of this Agreement by Discloser, Recipient shall be entitled to:

• Injunctive relief, in addition to any other remedies available at law or equity.
• Recovery of all direct and indirect damages, including reasonable attorneys' fees and costs.

Notification of Breach

Discloser shall notify Recipient without unreasonable delay upon becoming aware of any suspected or actual breach of this Agreement or unauthorized disclosure or use of the Confidential Information. Discloser shall provide Recipient with full details of such breach and shall take all reasonable steps to mitigate the effects of such breach.

Non-Circumvention/Non-Solicitation

• Option A: N/A
• Option B: For a period of [Number] years following the termination of this Agreement, Discloser shall not, directly or indirectly, circumvent Recipient's business relationships or solicit, induce, or encourage any employee, contractor, or customer of Recipient to terminate or alter their relationship with Recipient within the state of North Dakota.

Certification of Compliance

Upon Recipient's written request, Discloser shall provide Recipient with a written certification of compliance with the terms of this Agreement.

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 cannot be resolved through negotiation, the parties agree to submit the dispute to non-binding mediation in [City, North Dakota].
• If the dispute cannot be resolved through mediation, either party may bring an action in the state or federal courts located in [County, North Dakota].

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

Voluntary Disclosure

The parties agree that all disclosures made under this Agreement are voluntary and do not create an obligation to enter into any further business relationship, unless otherwise expressly agreed in writing.

Assignment

This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, except in the event of a merger or acquisition by operation of law.

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. Any amendments to this Agreement must be in writing and signed by both parties.

Severability

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

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 reputable overnight courier service to the addresses set forth above.

Electronic Signatures/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. Electronic signatures shall be deemed acceptable and binding.

Waiver

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

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

[Company Name]

By: [Name]

Title: [Title]

[Supplier Name]

By: [Name]

Title: [Title]