Oregon supplier nda template

Oregon Supplier Non-Disclosure Agreement

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

• [Principal Company Legal Name], a company organized under the laws of Oregon, with its principal place of business at [Principal Company Registered Address], hereinafter referred to as "Principal," and
• [Supplier Company Legal Name], a company organized under the laws of [Supplier State], with its principal place of business at [Supplier Company Registered Address], hereinafter referred to as "Supplier."

Principal and Supplier are entering into a business relationship wherein Supplier will provide [Description of Supplier's Role, e.g., materials, components, technology, or services] to Principal in connection with [Description of Business Project or Transaction]. To facilitate this relationship, Principal may disclose certain confidential information to Supplier, and Supplier may create confidential information on behalf of Principal.

1. Definition of Confidential Information

• Option A: "Confidential Information" means any information disclosed by Principal to Supplier, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including, but not limited to: technical data, designs, prototypes, pricing structures, bid or proposal documentation, supply chain details, procurement plans, product specifications, formulas, algorithms, production processes, manufacturing techniques, customer lists, supplier lists, purchase agreements, operational procedures, business strategies, unpublished financial records, compliance reports, and any trade secrets as defined in ORS 646.461 to ORS 646.475 (Oregon Uniform Trade Secrets Act), including electronic, written, oral, and visually accessed data.
• Option B: "Confidential Information" means any information that Principal designates as confidential, or that, under the circumstances of disclosure, ought to be treated as confidential. This includes, without limitation: [Specific list tailored to the specific relationship, e.g., source code, marketing plans, sales data].

2. Exclusions from Confidential Information

• Option A: The obligations under this Agreement shall not apply to information that:
  • Is or becomes publicly available without breach of this Agreement.
  • Was rightfully in Supplier's possession prior to disclosure by Principal.
  • Is rightfully received by Supplier from a third party without a duty of confidentiality.
  • Is independently developed by Supplier without use of Principal's Confidential Information.
  • Is required to be disclosed by Oregon law, subpoena, court order, or regulatory requirement, provided Supplier provides prompt notice to Principal to allow Principal to seek a protective order or other appropriate remedy.
• Option B: This Agreement imposes no obligation with respect to information Supplier can document:
  • Was already known to Supplier prior to its disclosure by Principal;
  • Was independently developed by Supplier without reference to Principal’s confidential information; or
  • Was rightfully received from a third party without restriction and without breach of this agreement.

3. Use of Confidential Information

• Option A: Supplier shall use the Confidential Information solely for the purpose of performing its obligations under the supplier contract with Principal. Supplier shall not use the Confidential Information for any other purpose, including, but not limited to, developing competing products, soliciting customers, or disclosing the Confidential Information to any third party outside the scope of this Agreement and the supplier contract.
• Option B: The confidential information will be used by Supplier solely to provide [Specific service or product] for Principal.

4. Security and Handling Obligations

• Option A: Supplier shall protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Supplier shall implement and maintain appropriate security measures to prevent unauthorized access, use, or disclosure of the Confidential Information, including Oregon-compliant digital security protocols, physical access controls, employee/subcontractor supervision, secure transmission methods, labeling, and restrictions on copying or modification. Supplier shall specifically identify or mark trade secrets for heightened protection under the Oregon Uniform Trade Secrets Act.
• Option B: Supplier will exercise reasonable care, but not less than the care it uses with its own confidential information, to prevent the unauthorized disclosure of confidential information.

5. Disclosure to Employees and Subcontractors

• Option A: Supplier shall ensure that all employees, representatives, affiliates, and permitted subcontractors who access Confidential Information are bound by written confidentiality obligations at least as stringent as those in this Agreement. Supplier shall disclose the identities of such individuals to Principal upon request. Disclosures shall be limited to persons with a clear "need-to-know" basis for fulfilling the supplier contract. Supplier shall maintain systematic tracking or logs of all such disclosures, if practicable.
• Option B: Supplier must limit access to Confidential Information to those of its employees or subcontractors who need to know such Confidential Information to perform the services under this agreement.

6. Term

• Option A: This Agreement shall commence on the Effective Date and shall continue until the termination of the supplier contract between Principal and Supplier. The obligations of confidentiality under this Agreement shall survive termination or completion of the supplier contract for a period of [Number] years, except that obligations related to trade secrets shall continue indefinitely, consistent with the Oregon Uniform Trade Secrets Act.
• Option B: This agreement will last for [Number] years from the effective date. The obligations of confidentiality for trade secrets, as defined by Oregon law, will continue indefinitely.

7. Return or Destruction of Confidential Information

• Option A: Upon completion, expiration, or termination of the supplier contract, or upon Principal's demand, Supplier shall promptly return to Principal all tangible Confidential Information, including all copies thereof, or, at Principal's option, shall irreversibly destroy such materials and provide Principal with written certification of destruction. This includes all electronic copies.
• Option B: Upon request by Principal, Supplier will promptly return or destroy all tangible and electronic forms of confidential information, and certify such destruction in writing.

8. Notice of Unauthorized Disclosure

• Option A: Supplier shall promptly notify Principal in writing upon discovery of any unauthorized access, suspected or actual breach of confidentiality, regulatory inquiry involving Confidential Information, or any other security incident related to the Confidential Information. Supplier shall fully cooperate with Principal in mitigating the breach and participating in any legal proceedings related thereto.
• Option B: Supplier will immediately notify Principal upon becoming aware of any unauthorized disclosure or use of the confidential information.

9. Remedies

• Option A: Supplier acknowledges that any breach of this Agreement may cause irreparable harm to Principal for which monetary damages may be inadequate. Therefore, Principal shall be entitled to injunctive relief in addition to any other remedies available at law or equity, including actual and punitive damages as permitted under Oregon law. In the case of willful or malicious misappropriation, Principal shall be entitled to attorney fees and exemplary damages pursuant to ORS 646.467(2).
• Option B: Principal shall be entitled to seek injunctive relief and monetary damages, including attorney fees, if Supplier breaches this agreement.

10. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved as follows: (1) the parties shall first attempt to resolve the dispute through good faith negotiation; (2) if negotiation is unsuccessful, the parties shall submit the dispute to mediation in [Oregon County] County, Oregon; (3) if mediation is unsuccessful, the parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, or (4) if arbitration is not agreed, shall be resolved by litigation in the state or federal courts located in Oregon, and Oregon law shall govern, including ORS 646.461 to ORS 646.475 (Oregon Uniform Trade Secrets Act).
• Option B: The parties agree to first attempt to resolve any dispute through mediation in Oregon. If mediation is unsuccessful, the dispute will be resolved through binding arbitration in Oregon. Oregon law will govern this agreement.

11. Oregon Public Records Law

• Option A: If either party is subject to Oregon's public records laws (ORS Chapter 192), such as in the context of government procurement or public agency oversight, the parties acknowledge that Confidential Information may be subject to disclosure. Principal will notify Supplier of any public records request for Supplier’s information and will cooperate to assert applicable exceptions to disclosure, as provided by Oregon law.
• Option B: Principal and Supplier acknowledge that if either party is subject to Oregon's public records laws, Confidential Information may be subject to disclosure. Both parties will cooperate to assert any applicable exemptions to disclosure.

12. Oregon Data Protection

• Option A: To the extent that Supplier processes "personal information" (as defined by applicable Oregon law), including but not limited to the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.), Supplier shall comply with all applicable Oregon data protection statutes and regulations, including implementing and maintaining reasonable security procedures and practices to protect such personal information.
• Option B: If this agreement involves the processing of personal information, Supplier will comply with all applicable Oregon data protection laws.

13. Intellectual Property

• Option A: Supplier acknowledges that Principal retains all right, title, and interest in and to the Confidential Information. This Agreement does not grant Supplier any license or ownership rights in the Confidential Information, except as expressly set forth in the supplier contract.
• Option B: All intellectual property rights to the confidential information remain with Principal.

14. Miscellaneous

• Option A:
  • No Waiver: No failure or delay by Principal in exercising any right under this Agreement shall operate as a waiver of such right.
  • Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • No Partnership or Agency: This Agreement does not create any partnership, joint venture, agency, or other relationship between the parties.
  • Amendment: This Agreement may be amended only by a written instrument signed by both parties.
  • Assignment: Supplier shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of Principal.
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles.
  • Notices: All notices under this Agreement shall be in writing and delivered by certified mail, return receipt requested, to the addresses set forth above.
  • Superseding 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, between the parties with respect to such subject matter.
  • Non-Solicitation: During the term of the supplier contract and for a period of [Number] years thereafter, Supplier shall not solicit for employment any employee of Principal located in Oregon without the prior written consent of Principal. The parties agree that this provision is reasonable as to duration, geography, and business scope and is intended to protect Principal's legitimate business interests.
• Option B:
  • This Agreement is governed by Oregon law.
  • This is the entire agreement between the parties regarding confidentiality.
  • Any changes to this agreement must be in writing and signed by both parties.

15. 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. Electronic signatures shall be recognized and valid in accordance with ORS 84.001 et seq.
• Option B: Electronic signatures on this agreement are valid and binding.

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

[Principal Company Legal Name]

By: [Principal Name]

Title: [Principal Title]

Contact Information: [Principal Phone Number], [Principal Email Address]

[Supplier Company Legal Name]

By: [Supplier Name]

Title: [Supplier Title]

Contact Information: [Supplier Phone Number], [Supplier Email Address]