South Carolina supplier nda template

South Carolina Supplier Non-Disclosure Agreement

This South Carolina Supplier Non-Disclosure Agreement ("Agreement") is made and effective as of [Effective Date] by and between:

• [Customer Legal Name], a company organized under the laws of the State of [Customer State of Incorporation], with its principal place of business at [Customer Address], and, if applicable, registered to do business in South Carolina under [Customer SC Registration Number] (“Company”), and
• [Supplier Legal Name], a company organized under the laws of the State of [Supplier State of Incorporation], with its principal place of business at [Supplier Address], and, if applicable, registered to do business in South Carolina under [Supplier SC Registration Number] (“Supplier”).

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Company to Supplier, whether orally, in writing, electronically, or by any other means, that relates to Company's business, including, but not limited to:

• The goods and/or services provided or to be provided by Supplier to Company.
• Proprietary processes, designs, know-how, price lists, technical data, procurement strategies, order histories, production methods, and supply chain structures.
• Cost and inventory information, contract and negotiation documents, supplier or end-user customer data, and any other information related to the supplier relationship that is expressly or implicitly marked or identified as confidential.

2. Exclusions from Confidential Information

The obligations under this agreement do not apply to any information that:

• Is or becomes generally available to the public through no fault of the Supplier.
• Was already known to the Supplier prior to its disclosure by the Company, as evidenced by Supplier's pre-existing written records.
• Is independently developed by the Supplier without use of or reference to the Company's Confidential Information, as evidenced by Supplier’s contemporaneous records.
• Is lawfully received by the Supplier from a third party who is not bound by any confidentiality obligation to the Company.
• Is required to be disclosed by law, regulation, or court order, provided that the Supplier provides the Company with prompt written notice of such requirement (to the extent permitted by law) and cooperates with the Company in seeking a protective order or other appropriate remedy.
• Option A: Includes an exception for disclosures under South Carolina's Freedom of Information Act.
• Option B: Includes an exception for disclosures to comply with regulations from a specific South Carolina state agency: [Agency Name].

3. Use and Disclosure Restrictions

Supplier agrees to hold the Confidential Information in strict confidence and to use it only for the purpose of performing its obligations under the agreement related to the supplier relationship with the Company. Supplier shall not:

• Use the Confidential Information for any other purpose, including, but not limited to, any unrelated business, personal, or competitive advantage.
• Disclose the Confidential Information to any third party, including but not limited to sub-suppliers, subcontractors, or affiliates, without the prior written consent of the Company.
• Copy, reproduce, or reverse engineer any Confidential Information, except as strictly necessary for the Permitted Use.

4. Security Measures

Supplier shall implement commercially reasonable and South Carolina industry-standard security measures to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall include, but are not limited to:

• Physical security measures, such as secure storage and restricted access to facilities.
• Electronic security measures, such as password protection, encryption (where appropriate), and firewalls.
• Managerial security measures, such as employee training and confidentiality agreements.
• Compliance with South Carolina's breach notification and cybersecurity statutes, including S.C. Code § 39-1-90 if personal information is involved.

5. Return or Destruction of Confidential Information

Upon the Company's written request or upon termination of the agreement, Supplier shall promptly return to the Company all Confidential Information, including all documents, electronic files, samples, and derivative notes, or, at the Company's option, shall securely destroy all such Confidential Information and provide the Company with a written certification of destruction.

6. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue during the term of the supplier relationship and for a period of [Number] years thereafter.

• Option A: Confidentiality obligations regarding trade secrets, as defined under the South Carolina Uniform Trade Secrets Act, shall continue indefinitely.
• Option B: The confidentiality obligations will terminate upon the expiration of [Number] years from the effective date of this agreement.

7. Notification of Unauthorized Disclosure

Supplier shall immediately notify the Company in writing upon becoming aware of any unauthorized disclosure, suspected breach, legal demand for disclosure, data loss, or regulatory inquiry relating to the Confidential Information. Supplier shall cooperate fully with the Company in investigating any such event and in taking steps to mitigate the damage and prevent its recurrence.

8. Remedies for Breach

Supplier acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any such breach.

• Option A: Liquidated damages of [Dollar Amount] per instance of unauthorized disclosure.
• Option B: Supplier shall be liable for all actual and consequential damages, including lost profits, resulting from the breach.

9. Governing Law and Forum Selection

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, South Carolina.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through the following process:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation is unsuccessful, the parties may agree to submit the dispute to mediation in accordance with the South Carolina mediation statutes.
• If mediation is unsuccessful, the parties may submit the dispute to binding arbitration before the American Arbitration Association (AAA) in South Carolina.
• Option A: Arbitration will be non-binding.
• Option B: Each party will bear its own costs in any dispute resolution process.

11. Compliance with Laws

Supplier shall comply with all applicable federal and South Carolina state-level data and privacy laws, including South Carolina's data breach notification requirements, trade secret protections, and any local industry regulations.

12. Relationship of Parties

This Agreement does not create any partnership, joint venture, employment, or agency relationship between the parties. All Confidential Information remains the exclusive property of the Company.

• Option A: Requires compliance with South Carolina non-compete and anti-inducement laws if restrictive covenants are also included.
• Option B: Waives any claim of employment made by the Supplier against the Company.

13. Entire Agreement; Amendment

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. No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

15. Assignment

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

16. Review and Update

The parties shall periodically review and update their confidentiality procedures across the agreement lifecycle. Supplier shall notify Company of any mergers, acquisitions, or changes in key personnel that could affect confidentiality obligations.

17. Personal Data

If personal data is involved, Supplier shall comply with all applicable data protection laws and shall promptly notify data subjects in compliance with South Carolina breach notification timelines. Supplier shall cooperate in compliance audits if requested by Company.

18. Acknowledgment

The parties acknowledge that they have had the opportunity to review this Agreement with legal counsel and that the Agreement reflects joint drafting.

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

[Customer Legal Name]

By: [Customer Representative Name]

Title: [Customer Representative Title]

Date: [Date]

[Supplier Legal Name]

By: [Supplier Representative Name]

Title: [Supplier Representative Title]

Date: [Date]