Oklahoma supplier nda template

Oklahoma Supplier Non-Disclosure Agreement

This Oklahoma Supplier Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between [Company Name], a [State] [Entity Type] with its principal place of business at [Company Address], represented by [Representative Name], [Representative Title] ("Disclosing Party"), and [Supplier Name], a [State] [Entity Type] with its principal place of business at [Supplier Address], represented by [Representative Name], [Representative Title] ("Receiving Party").

Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, purchasing requirements, pricing terms, supplier technology, production processes, technical specifications, designs, proprietary formulas, delivery schedules, vendor and customer lists, contracts, business strategies, quality control data, regulatory compliance documentation, and any information shared through discussions, documents, or electronic data during sourcing, evaluation, or contract execution.

Option B: "Confidential Information" shall mean all non-public information of the Disclosing Party including, but not limited to, financial data, marketing plans, product development strategies, customer information, and other proprietary data provided by the Disclosing Party to the Receiving Party.

Exclusions from Confidential Information

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

• is or becomes publicly available without breach of this Agreement;
• was rightfully in the Receiving Party’s possession before disclosure by the Disclosing Party;
• is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
• is required to be disclosed by law or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Option B: Confidential Information does not include information that the Receiving Party can demonstrate: (i) was known to it prior to its disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act of the Receiving Party; (iii) was rightfully received by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. If the Receiving Party is required to disclose Confidential Information pursuant to a valid order from a court or government agency, the Receiving Party will notify the Disclosing Party and cooperate with the Disclosing Party in its efforts to obtain a protective order or other confidential treatment.

Use and Non-Disclosure of Confidential Information

Option A: The Receiving Party agrees to use the Confidential Information solely for the purpose of performing agreed supplier services, product development, or order fulfillment within the scope of the supplier relationship. The Receiving Party shall not disclose the Confidential Information to any third party, including affiliates, subcontractors, or competitors, without the Disclosing Party's prior written consent. The Receiving Party shall not copy, reverse engineer, sell, or transfer the Confidential Information.

Option B: The Receiving Party shall hold the Confidential Information in confidence and shall protect it from disclosure using the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care. The Receiving Party will use the Confidential Information only for the purpose of evaluating and engaging in a business relationship with the Disclosing Party. The Receiving Party shall not use the Confidential Information for any other purpose, or disclose the Confidential Information to any third party.

Security Measures

Option A: The Receiving Party shall implement and maintain appropriate technical and organizational security measures to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall include, but are not limited to, digital encryption, controlled physical access, secure transmission channels, and approved personnel access lists. The Receiving Party shall provide mandatory non-disclosure training to its employees or agents who have access to the Confidential Information.

Option B: The Receiving Party shall take all reasonable steps to ensure that the Confidential Information is kept secure and confidential. These steps shall include, but are not limited to, limiting access to the Confidential Information to those employees and contractors who have a need to know, and implementing appropriate physical and electronic security measures.

Duration of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the supplier relationship and for a period of [Number] years following the termination of that relationship. Information constituting a trade secret under the Oklahoma Uniform Trade Secrets Act (OUTSA) shall be protected perpetually.

Option B: The obligations of confidentiality under this Agreement shall survive the termination of this Agreement and shall continue for a period of [Number] years from the date of disclosure.

Return or Destruction of Confidential Information

Option A: Upon the Disclosing Party's written request or upon termination of the supplier relationship, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information, including all copies and derivative works thereof, in its possession or control. The Receiving Party shall provide written certification of such return or destruction.

Option B: Upon the termination of this Agreement, or at any time upon the request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, together with all copies and extracts thereof. Alternatively, at the Disclosing Party’s option, the Receiving Party shall destroy all such Confidential Information and provide the Disclosing Party with a written certification of destruction.

Notification of Unauthorized Disclosure

Option A: The Receiving Party shall immediately notify the Disclosing Party of any actual or suspected unauthorized disclosure, data breach, or misuse of the Confidential Information. The Receiving Party shall fully cooperate with the Disclosing Party in investigating, containing, and remediating any such event.

Option B: In the event that the Receiving Party becomes aware of any unauthorized use or disclosure of the Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and shall take all reasonable steps to prevent further unauthorized use or disclosure.

Remedies for Breach

Option A: The Disclosing Party shall be entitled to seek injunctive relief, compensatory damages, reasonable legal fees, and all other remedies available under Oklahoma law for any breach of this Agreement by the Receiving Party. This includes remedies available under the Oklahoma Uniform Trade Secrets Act (OUTSA) for trade secret misappropriation.

Option B: The Disclosing Party shall be entitled to seek all available legal and equitable remedies for any breach of this Agreement by the Receiving Party, including, without limitation, injunctive relief, specific performance, and monetary damages.

Governing Law and Venue

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of laws principles. The exclusive venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located in [City, Oklahoma].

Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, Oklahoma], in accordance with the rules of the American Arbitration Association.

Representations and Warranties

Option A: The Receiving Party represents and warrants that it has the authority to receive and use the Confidential Information and that such receipt and use will not violate any third-party agreements or legal duties. The Receiving Party further warrants that it will comply with all applicable industry regulations, including federal, state, and sector-specific standards.

Option B: The Receiving Party represents and warrants that it has the legal right to receive and use the Confidential Information, and that its receipt and use of the Confidential Information will not violate any agreement with or duty to any third party.

Oklahoma Specific Compliance

Option A: This Agreement shall be interpreted and applied in accordance with all applicable Oklahoma statutes and regulations, including those relating to contract duration, public policy exceptions, and right-to-work laws.

Option B: Nothing in this Agreement shall be construed to violate any applicable Oklahoma law or regulation.

Amendment and Renewal

Option A: This Agreement may be amended or renewed only by a written instrument signed by both parties.

Option B: This Agreement may be modified only by a written agreement signed by both parties.

Responsibility for Employees and Subcontractors

Option A: The Receiving Party shall be responsible for the compliance of its employees, agents, successors, and subcontractors with the terms of this Agreement. The Receiving Party shall ensure that such parties are bound by confidentiality obligations at least as restrictive as those contained herein.

Option B: The Receiving Party shall ensure that its employees, agents, and contractors are aware of and comply with the terms of this Agreement.

Assignment

Option A: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.

Option B: This Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the other party.

Waiver, Severability, and Entire Agreement

Option A: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. 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 replaced by a valid and enforceable provision that achieves the original intent of the parties. 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: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision. 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. 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.

Relationship to Other Agreements

Option A: This Agreement is intended to supplement, and not replace, any broader master supply agreements between the parties. All confidentiality obligations contained herein shall survive any merger, acquisition, or reorganization affecting either party, as permitted by Oklahoma law.

Option B: This Agreement is in addition to any other agreements between the parties.

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

[Company Name]

By: [Representative Name]

Title: [Representative Title]

[Supplier Name]

By: [Representative Name]

Title: [Representative Title]