Ohio supplier nda template

Ohio Supplier Non-Disclosure Agreement

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

[Supplier Legal Name], a [Supplier Entity Type, e.g., Ohio corporation], with its principal place of business at [Supplier Business Address], and registration/identification details [Supplier Registration/Identification Number] (hereinafter referred to as "Supplier"), and

[Recipient Legal Name], a [Recipient Entity Type, e.g., Ohio LLC], with its principal place of business at [Recipient Business Address], and registration/identification details [Recipient Registration/Identification Number] (hereinafter referred to as "Recipient").

Confidential Information Defined

Option A: "Confidential Information" means any and all supplier proprietary information, trade secrets, pricing, production processes, quality assurance data, raw material sources, technical documentation, business plans, cost information, client and vendor lists, logistics arrangements, intellectual property not publicly disclosed, unreleased products, research and development details, contractual terms of supply arrangements, distribution strategies, purchase quantities, and all related materials disclosed orally, in writing, electronically, or by other tangible means. This definition is intended to align with the Ohio Uniform Trade Secrets Act.

Option B: "Confidential Information" means any and all information disclosed by Supplier to Recipient that is marked "Confidential" or, if disclosed orally or visually, is identified as confidential at the time of disclosure and confirmed in writing as confidential within [Number] days of disclosure. This includes, but is not limited to, [Specific examples of confidential information, e.g., formulas, designs, etc.].

Exclusions from Confidential Information

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

• is or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives in violation of this Agreement;
• was known to Recipient without restriction prior to receipt from Supplier, as evidenced by Recipient's written records;
• is independently developed by Recipient without use of or reference to the Confidential Information, as evidenced by Recipient's written records;
• is rightfully received by Recipient from a third party who is not under any obligation of confidentiality to Supplier; or
• is required to be disclosed by law, court order, subpoena, or other legal process, provided that Recipient provides Supplier with prompt written notice of such requirement (if legally permissible) to allow Supplier to seek a protective order or other appropriate remedy.

Option B: The obligations under this Agreement shall not apply to information that constitutes ordinary business knowledge or skill possessed by persons performing functions similar to those to whom Supplier's Confidential Information is disclosed.

Permitted Use and Disclosure

Option A: Recipient shall use the Confidential Information solely for the purpose of evaluating and performing its obligations under the [Name of Supply, Purchase, Service, or Collaboration Agreement] (the "Agreement Purpose"). Recipient shall not use the Confidential Information for any other purpose, including but not limited to any commercial advantage or personal gain.

Option B: Recipient may disclose the Confidential Information only to those of its employees, consultants, and agents who have a need to know the Confidential Information for the Agreement Purpose and who are bound by written confidentiality obligations at least as protective as those contained in this Agreement. Disclosure to subcontractors and affiliates requires Supplier's prior written consent.

Confidentiality Obligations

Option A: Recipient shall protect the Confidential Information from unauthorized disclosure 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 measures as defined by Ohio law. These measures shall include, but not be limited to, secure storage, document encryption, controlled access, communication restrictions, and password protection.

Option B: Recipient shall implement and maintain commercially reasonable security measures designed to:

• ensure the security and confidentiality of the Confidential Information;
• protect against any anticipated threats or hazards to the security or integrity of the Confidential Information; and
• protect against unauthorized access to or use of the Confidential Information that could result in substantial harm or inconvenience to Supplier.

Employee/Agent Confidentiality

Option A: Recipient shall ensure that all of its employees, consultants, subcontractors, and agents who have access to the Confidential Information are bound by written confidentiality agreements with terms at least as restrictive as those contained in this Agreement.

Option B: Prior to disclosing Confidential Information to any employee, consultant, subcontractor, or agent, Recipient shall inform such individual of the confidential nature of the Confidential Information and the obligations under this Agreement.

Term and Termination

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the supply relationship and for a period of [Number] years after the termination of the supply relationship, except for trade secrets, which shall be protected for as long as they remain trade secrets under Ohio law.

Option B: The term of this Agreement shall commence on the Effective Date and shall continue until [Date or Event]. The confidentiality obligations under this Agreement shall survive termination of the Agreement for a period of [Number] years, or indefinitely for information constituting a trade secret under Ohio law.

Return or Destruction of Confidential Information

Option A: Upon Supplier's written request or upon termination of this Agreement, Recipient shall, at Supplier's option, promptly return to Supplier or destroy all physical and electronic copies of the Confidential Information, and certify in writing to Supplier that it has complied with this obligation.

Option B: Recipient shall maintain a written record of all Confidential Information returned or destroyed pursuant to this section.

Notification of Unauthorized Disclosure

Option A: Recipient shall immediately notify Supplier in writing upon discovery of any unauthorized disclosure, loss, or misuse of the Confidential Information and shall cooperate fully with Supplier in any efforts to mitigate the effects of such disclosure, loss, or misuse.

Option B: Such notification shall include, but not be limited to, a detailed description of the unauthorized disclosure, loss, or misuse, the steps taken to mitigate the effects thereof, and any additional steps that Recipient proposes to take.

Remedies for Breach

Option A: Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Supplier for which monetary damages would be inadequate. Accordingly, Supplier shall be entitled to seek injunctive relief, specific performance, and other equitable relief, in addition to any other remedies available at law or in equity, including actual and consequential damages, punitive damages (if applicable under Ohio law), and attorneys' fees and costs. Irreparable harm shall be presumed.

Option B: In the event of a breach of this Agreement by Recipient, Supplier shall be entitled to recover all reasonable attorneys' fees and costs incurred in enforcing this Agreement.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved 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 [City, Ohio] before resorting to litigation.

Option B: All disputes arising out of or relating to this Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. The exclusive venue for any action or proceeding arising out of or relating to this Agreement shall be in the state or federal courts located in [County, Ohio], and each party hereby consents to the jurisdiction of such courts and waives any objection to venue in such courts.

Compliance with Laws

Option A: Recipient shall comply with all applicable federal, state, and local laws and regulations, including but not limited to any Ohio industry-specific regulatory standards applicable to Supplier's business (e.g., food, chemicals, medical supplies) and federal requirements for protection of sensitive or regulated data (HIPAA, GLBA, etc.).

Option B: Recipient shall notify Supplier promptly if it becomes aware of any circumstance that may cause Recipient to violate any applicable law or regulation in connection with its use or handling of the Confidential Information.

Reverse Engineering

Option A: Recipient shall not reverse engineer, decompile, or disassemble any Confidential Information that is provided in object code or other non-source code form.

Option B: (If reverse engineering *is* permitted under certain conditions): Recipient may reverse engineer, decompile, or disassemble the Confidential Information only to the extent expressly permitted by applicable law, and only after providing Supplier with prior written notice of its intent to do so.

Ownership of Intellectual Property

Option A: Supplier retains all right, title, and interest in and to the Confidential Information, including all intellectual property rights therein. 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.

Option B: This Agreement does not grant Recipient any right, title, or interest in or to any trademarks, patents, copyrights, trade secrets, or other intellectual property rights owned or controlled by Supplier.

No Waiver

Option A: No failure or delay by Supplier in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.

Option B: A waiver of any provision of this Agreement shall be effective only if it is in writing and signed by the party granting the waiver.

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 remain in full force and effect.

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.

Entire Agreement; Amendment

Option A: 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.

Option B: This Agreement may be amended only by a writing signed by both parties.

Independent Legal Advice

Option A: Each party acknowledges that it has had the opportunity to consult with independent legal counsel regarding the terms and conditions of this Agreement.

Option B: Each party represents and warrants that it has carefully read and understands the terms and conditions of this Agreement.

Electronic Signatures

Option A: 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. A facsimile or electronic (e.g., PDF) copy of this Agreement, including signatures, shall be considered an original for all purposes.

Option B: The parties agree that electronic signatures shall have the same force and effect as original signatures.

Notices

Option A: All notices required or permitted 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.

Option B: Notices pertaining to confidentiality breach or legal process must be served in a manner consistent with Ohio commercial practice to the registered agent of the respective party.

Further Compliance Provisions

Option A: In the event of a data breach involving Confidential Information, Recipient shall comply with all applicable Ohio data breach notification laws, including providing notice to affected individuals and regulatory agencies as required by law.

Option B: Recipient will adhere to all reasonable security recommendations that may be made by Supplier in order to ensure the safety and maintenance of confidentiality of the supplied information.

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]