Pennsylvania supplier nda template

Pennsylvania Supplier Non-Disclosure Agreement

This Pennsylvania Supplier Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

[Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Disclosing Party," and

[Supplier Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Supplier."

1. Purpose

To protect the Disclosing Party’s Confidential Information (as defined below) disclosed to the Supplier for the purpose of [Description of Purpose, e.g., evaluating the Supplier's capabilities, performing services under a supply agreement].

2. Definition of Supplier

Supplier includes [Supplier Name], its officers, directors, employees, agents, affiliates, and subcontractors.

Option A: Supplier represents and warrants that it has the authority to bind its affiliates and subcontractors to the terms of this Agreement.

Option B: Supplier shall ensure that all its affiliates and subcontractors who have access to the Disclosing Party's Confidential Information execute a separate non-disclosure agreement with terms substantially similar to this Agreement.

3. Definition of Confidential Information

Confidential Information means any and all information disclosed by the Disclosing Party to the Supplier, whether orally, in writing, electronically, visually, or by any other means, including but not limited to:

• Proprietary formulas, manufacturing processes, supply chain details, price lists, vendor and customer contacts, product specifications, procurement data, engineering documents, component lists, project bids, forecasts, work orders, quality control records, information relating to business methodologies, and any custom solutions developed for the Disclosing Party.

This includes information provided during pre-contractual negotiations, site visits, evaluations, demonstrations, and the viewing of samples.

Option A: All information disclosed prior to the Effective Date of this Agreement is also considered Confidential Information.

Option B: Specifically excluded is information pertaining to [List Excluded Information].

4. Exclusions from Confidential Information

Information that is or becomes publicly available through no fault of the Supplier.

Information that was rightfully known to the Supplier prior to its disclosure by the Disclosing Party, as evidenced by Supplier’s pre-existing records.

Information that is independently developed by the Supplier without use of or reference to the Confidential Information, as evidenced by Supplier’s contemporaneous documentation.

Information that is required to be disclosed by law, regulation, court order, or other governmental authority.

• In the event of such required disclosure, the Supplier shall:
• Provide prompt written notice to the Disclosing Party of such requirement.
• Cooperate with the Disclosing Party to seek a protective order or other appropriate remedy.

5. Permitted Use

The Supplier shall use the Confidential Information solely for the Purpose stated in Section 1 of this Agreement and for no other purpose.

The Supplier shall not:

• Use the Confidential Information for its own benefit or the benefit of any third party.
• Disclose the Confidential Information to any third party, including its affiliates and other clients, without the Disclosing Party’s prior written consent.
• Reverse engineer, decompile, or disassemble any product, software, or process disclosed by the Disclosing Party.

6. Security Measures

The Supplier shall implement and maintain commercially reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including:

• Physical security measures, such as restricted access to facilities and secure storage of documents.
• Technical security measures, such as encryption, firewalls, and intrusion detection systems.
• Administrative security measures, such as employee training, background checks, and confidentiality agreements.

These measures shall be at least as protective as those required by Pennsylvania statutes, including the Pennsylvania Breach of Personal Information Notification Act, and any applicable sector-specific regulations (e.g., healthcare, financial).

The Supplier shall implement [Specific Security Measures, e.g., multi-factor authentication, regular security audits].

7. Restrictions on Copying and Removal

The Supplier shall not copy, reproduce, or remove the Confidential Information from the Disclosing Party’s facilities without the Disclosing Party’s prior written consent, except as necessary for the Purpose.

Any permitted copies shall be marked with a legend indicating their confidential nature.

8. Notification of Unauthorized Disclosure

The Supplier shall immediately notify the Disclosing Party upon discovery of any unauthorized disclosure, suspected compromise, or legal compulsion of the Confidential Information.

The Supplier shall cooperate with the Disclosing Party in investigating and mitigating any such event and comply with Pennsylvania data breach notification laws.

9. Duration of Confidentiality Obligations

The obligations of confidentiality under this Agreement shall continue:

• Option A: For a period of [Number] years following the termination of the relationship between the parties.
• Option B: In perpetuity for information that constitutes a trade secret under Pennsylvania’s adoption of the Uniform Trade Secrets Act.

10. Return or Destruction of Confidential Information

Upon the termination of this Agreement or upon the Disclosing Party’s written request, the Supplier shall promptly return or destroy all Confidential Information in its possession or control, including all copies thereof.

The Supplier shall provide the Disclosing Party with a written certification of destruction or return signed by an authorized representative.

11. Intellectual Property

The Disclosing Party retains all right, title, and interest in and to its Confidential Information, including all intellectual property rights.

Option A: Any intellectual property developed as a result of the Supplier’s access to Confidential Information is assigned to the Disclosing Party.

Option B: The Disclosing Party and Supplier will enter into a separate agreement regarding ownership of intellectual property developed as a result of the Supplier’s access to Confidential Information.

12. Remedies for Breach

The Disclosing Party shall be entitled to seek:

• Injunctive relief, including temporary, preliminary, or permanent injunctions, without posting bond, to prevent or restrain any breach or threatened breach of this Agreement.
• Actual damages resulting from any breach of this Agreement.
• Attorneys’ fees and costs incurred in enforcing this Agreement.
• Option A: Liquidated damages in the amount of [Dollar Amount].
• Option B: All remedies available at law or in equity.

13. Indemnification

The Supplier shall indemnify and hold harmless the Disclosing Party from and against any and all liabilities, losses, claims, damages, costs, and expenses (including attorneys’ fees) arising out of or relating to any breach of this Agreement by the Supplier or its representatives.

14. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in [County Name] County, Pennsylvania.

15. Alternative Dispute Resolution

The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.

If the dispute cannot be resolved through negotiation, the parties may agree to submit the dispute to mediation or arbitration in Pennsylvania.

• Option A: Mediation shall be conducted in accordance with the rules of the American Arbitration Association.
• Option B: Arbitration shall be conducted in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding.

16. Severability

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.

17. No Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

18. 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.

19. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

20. Compliance with Laws

The Supplier shall comply with all applicable federal, state, and local laws and regulations, including but not limited to [Specific Laws, e.g., HIPAA, FERPA, Pennsylvania Health Care Facilities Act].

21. Notice

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.

• Notices to the Disclosing Party shall be directed to the attention of [Contact Person].
• Notices to the Supplier shall be directed to the attention of [Contact Person].

22. Supplier’s Employees

The Supplier shall ensure that its employees, officers, consultants, and affiliated entities who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

23. Unique Provisions

[Insert any unique provisions relevant to the specific supplier relationship, such as co-development agreements, exclusive supply arrangements, joint ventures, evaluation/prototyping projects, or pilot projects.]

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Supplier Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]