Rhode Island supplier nda template

Rhode Island Supplier Non-Disclosure Agreement

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

• [Purchaser Legal Name], a company organized and existing under the laws of Rhode Island, with its principal place of business at [Purchaser Business Address] (“Disclosing Party”);

and

• [Supplier Legal Name], a company organized and existing under the laws of [Supplier State of Incorporation], with its principal place of business at [Supplier Business Address] (“Receiving Party”).

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or in any other form, that relates to the Disclosing Party’s business, including, but not limited to:

• Proprietary technical information
• Product formulations
• Designs
• Specifications
• Manufacturing processes
• Methods of production
• Quality control data
• Business and procurement strategies
• Supplier pricing
• Order volumes
• Purchase history
• Customer lists
• Financial records
• Contract terms between parties
• Proposed innovations
• Supplier codes
• Any data or information disclosed in tangible or intangible form, including any derivatives of such information.

2. Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its Representatives in violation of this Agreement.
• Option A: was already in Receiving Party’s possession prior to its disclosure by Disclosing Party, as evidenced by Receiving Party's written records.
• Option B: was already in Receiving Party’s possession prior to its disclosure by Disclosing Party, without an obligation of confidentiality.
• Is independently developed by Receiving Party without use of or reference to the Confidential Information.
• Is rightfully received by Receiving Party from a third party who is not bound by any confidentiality obligation with respect thereto.
• Is required to be disclosed pursuant to Rhode Island law, regulation, or order of a court or other governmental authority. Receiving Party shall provide Disclosing Party with prompt written notice of such requirement prior to disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy.

3. Use of Confidential Information

Receiving Party agrees to use the Confidential Information solely for the purpose of [Describe Specific Business Purpose, e.g., evaluating a potential supplier agreement or fulfilling the terms of a supplier agreement]. Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to, commercial advantage or personal benefit.

4. Protection of Confidential Information

Receiving Party agrees to protect the Confidential Information from unauthorized use, disclosure, or access. Such protection shall include, but not be limited to:

• Restricting access to the Confidential Information to those of its employees, agents, and subcontractors (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Maintaining the Confidential Information in a secure location and taking reasonable precautions to prevent its unauthorized disclosure.
• Securely destroying or returning all tangible forms of Confidential Information, including all copies, notes, and summaries thereof, to Disclosing Party upon written request.

5. Data Protection Compliance

Receiving Party shall comply with all applicable state and federal data protection laws, including Rhode Island’s Identity Theft Protection Act (R.I. Gen. Laws § 11-49.2-1 et seq.), and all other applicable privacy laws. This includes implementing and maintaining reasonable security procedures and practices appropriate to the nature of the Confidential Information, and protecting against unauthorized access to or use of the Confidential Information.

6. Term and Termination

• The obligations of confidentiality under this Agreement shall commence as of the date of first disclosure of Confidential Information by the Disclosing Party to the Receiving Party.
• Option A: These obligations shall continue for a period of [Number] ([Two, Three, Five]) years from the date of this Agreement.
• Option B: These obligations shall continue indefinitely with respect to any Confidential Information that constitutes a trade secret under Rhode Island law (R.I. Gen. Laws § 6-41-1 et seq.).
• The obligations of confidentiality shall survive any termination or expiration of any business relationship between the parties.

7. Return or Destruction of Confidential Information

Upon written request by Disclosing Party, or upon termination of the business relationship between the parties, Receiving Party shall promptly return to Disclosing Party all tangible forms of Confidential Information, including all copies, notes, and summaries thereof, or, at Disclosing Party’s option, certify in writing its destruction.

8. Notification of Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party in writing upon becoming aware of any unauthorized use, disclosure, loss, or suspected breach of the Confidential Information. Receiving Party shall reasonably cooperate with Disclosing Party in any investigation or remedial action taken by Disclosing Party to mitigate the breach.

9. Remedies

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies in addition to any other remedies available at law or equity, including monetary damages. In the event of a breach, Disclosing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Rhode Island, and hereby irrevocably submit to the personal jurisdiction of such courts. The parties expressly waive any objection to venue or forum.

11. Ownership of Confidential Information

Receiving Party acknowledges and agrees that all Confidential Information is and shall remain the sole and exclusive property of Disclosing Party. Nothing in this Agreement shall be construed as granting Receiving Party any license or other right to use the Confidential Information except as expressly provided herein.

12. Disclosure to Subcontractors and Affiliates

Receiving Party shall not disclose Confidential Information to any subcontractor or affiliate without the prior written consent of Disclosing Party. Any permitted disclosure shall be subject to a written confidentiality agreement containing terms substantially similar to those contained herein.

13. Notice

All notices and other communications 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.

14. Acknowledgment of Legal Counsel

Each party acknowledges that it has been advised of its right to consult with legal counsel regarding the terms and conditions of this Agreement.

15. Miscellaneous

• 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.
• Amendments: This Agreement may be amended only by a writing signed by both parties.
• 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.
• Non-Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• 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.

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

[Purchaser Legal Name]

By: [Purchaser Authorized Representative Name]

Title: [Purchaser Authorized Representative Title]

[Supplier Legal Name]

By: [Supplier Authorized Representative Name]

Title: [Supplier Authorized Representative Title]