South Dakota supplier nda template

South Dakota Supplier Non-Disclosure Agreement

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

• [Disclosing Party Legal Name], a [Business Type] organized and existing under the laws of the State of [State of Incorporation, if applicable], with a principal place of business at [Business Address] (the “Disclosing Party”), and, if applicable, registered agent [Registered Agent Name] at [Registered Agent Address], and contact details [Contact Name] at [Contact Email], [Contact Phone].
• [Receiving Party Legal Name], a [Business Type] organized and existing under the laws of the State of [State of Incorporation, if applicable], with a principal place of business at [Business Address] (the “Receiving Party”), and, if applicable, registered agent [Registered Agent Name] at [Registered Agent Address], and contact details [Contact Name] at [Contact Email], [Contact Phone].

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, electronically, or in writing, prior to, on, or after the date of this Agreement, that relates to the Disclosing Party’s past, present, or future business activities, products, or services. This includes, but is not limited to:

• Technical data, including designs, drawings, specifications, formulas, and prototypes.
• Manufacturing processes, techniques, and know-how.
• Pricing structures, cost information, and profit margins.
• Procurement sources and supplier lists.
• Inventory data and order quantities.
• Product samples and proprietary materials.
• Process know-how and trade secrets.
• Project documentation and reports.
• Business plans, marketing strategies, and financial information.
• Specifications of goods and services supplied or to be supplied.
• Contract terms and conditions.
• Communication records (e.g., emails, memos).
• Product formulas and ingredients.
• Quality control reports and testing data.
• Logistics data and shipping information.
• The Disclosing Party's sub-vendor data.
• Information relating to discussions and negotiations between the parties relating to the potential or actual supply of goods or services.

2. Exclusions from Confidentiality

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

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.
• Is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party.
• Is required to be disclosed by law, regulation, court order, subpoena, or other legal process, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (if legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

3. Permitted Use

The Receiving Party shall use the Confidential Information solely for the purpose of [Specify Purpose, e.g., evaluating the potential supply agreement, fulfilling the obligations under the Supply Agreement dated [Date]], and shall not use the Confidential Information for any other purpose whatsoever.

• Option A: The Receiving Party shall not reverse engineer, disassemble, or decompile any Confidential Information.
• Option B: The Receiving Party may disclose Confidential Information only to those of its employees, contractors, and consultants who have a need to know the information for the Permitted Use and who are bound by written agreements with confidentiality obligations no less restrictive than those contained in this Agreement.

4. Security Obligations

The Receiving Party shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. The Receiving Party shall implement and maintain appropriate administrative, physical, and technical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, consistent with customary industry practices and South Dakota standards for safeguarding trade secrets, including:

• Password protection for all electronic storage devices.
• Restricting employee access to Confidential Information on a need-to-know basis.
• Encryption of Confidential Information during storage and transmission.
• Controlling the distribution of documents containing Confidential Information.
• Using locked storage for hard copies of Confidential Information.

5. Management of Information Sharing

The Receiving Party shall ensure that any employees, subcontractors, affiliates, agents, or other representatives who have access to the Confidential Information are bound by written confidentiality agreements with obligations no less restrictive than those contained in this Agreement. The Receiving Party acknowledges that under South Dakota law, it may be vicariously liable for the breach of this Agreement by its employees, subcontractors, affiliates, agents, or other representatives.

6. Compliance with South Dakota Law

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, including the South Dakota Uniform Trade Secrets Act (SDCL 37-29). "Misappropriation" as defined in SDCL 37-29 is prohibited. Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right to use the Disclosing Party’s patents, copyrights, trademarks, or other intellectual property.

7. Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years following the termination or expiration of the underlying supply agreement (or if no underlying supply agreement exists, [Number] years from the date of this agreement).

• Option A: With respect to any information constituting a trade secret under South Dakota law, the obligations of confidentiality shall continue indefinitely, as long as such information remains a trade secret.
• Option B: The obligations of confidentiality will terminate upon written notice from the Disclosing Party.

8. Return of Confidential Information

Upon the Disclosing Party’s written request or upon termination of the underlying agreement (or if no underlying agreement exists, upon termination of this agreement), the Receiving Party shall promptly return to the Disclosing Party all originals and copies of the Confidential Information in its possession or control, or, at Disclosing Party’s option, certify in writing that all such Confidential Information has been destroyed. Electronic records shall be permanently deleted. The Disclosing Party shall have the right to audit the Receiving Party’s compliance with this provision.

9. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information and shall cooperate with the Disclosing Party in investigating and mitigating any such unauthorized use or disclosure. The Receiving Party shall be liable for any losses, damages, or regulatory penalties incurred by the Disclosing Party as a result of such unauthorized use or disclosure.

10. Breach and Remedies

The Receiving Party acknowledges that any breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to injunctive relief, without the necessity of posting a bond, in addition to any other remedies available at law or in equity, including actual and statutory damages under South Dakota law. The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement by the Receiving Party.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Second, if negotiation fails, the parties shall attempt to resolve the dispute through mediation in South Dakota.
• Third, if mediation fails, the dispute shall be resolved by binding arbitration in South Dakota in accordance with the rules of the American Arbitration Association.
• Alternatively, the dispute may be resolved by litigation in the state or federal courts located in South Dakota.

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to its conflict of laws principles. Venue for any legal action shall be in South Dakota.

12. Regulatory Compliance

• Option A: The parties acknowledge that the Confidential Information may be subject to certain regulatory controls, including [Specify Regulations, e.g., healthcare regulations, agricultural regulations, financial regulations]. The Receiving Party shall comply with all applicable regulations in connection with its use of the Confidential Information.
• Option B: This section intentionally left blank.

13. Breach Notification (South Dakota Law)

If the Confidential Information constitutes "personal information" as defined in the South Dakota Breach Notification Law (SDCL 22-40-19 et seq.), the Receiving Party shall comply with all applicable requirements of that law in the event of a security breach.

14. No Obligation to Disclose/Exclusivity

Nothing in this Agreement shall be construed as obligating either party to disclose any Confidential Information to the other party, or as creating any exclusive relationship between the parties.

15. Integration Clause and Order of Precedence

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 A: In the event of any conflict between the terms of this Agreement and the terms of any other agreement between the parties, the terms of this Agreement shall control with respect to the treatment of Confidential Information.
• Option B: This agreement does not restrict either party’s compliance with legitimate regulatory investigations or audits initiated by South Dakota or US authorities.

16. Assignment

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

17. Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of any default shall be deemed a waiver of any subsequent default.

18. 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. The parties agree to negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties.

19. Signatures

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

[Disclosing Party Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

Authority: Duly Authorized

[Receiving Party Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

Authority: Duly Authorized

20. Supplier's Right to Disclose

The Disclosing Party represents and warrants that it has the legal right to disclose the Confidential Information to the Receiving Party. This Agreement in no way obligates either party to enter into further agreements or purchase commitments.