Tennessee supplier nda template

Tennessee Supplier Non-Disclosure Agreement

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

[Disclosing Party Legal Name], a [Business Entity Type] organized under the laws of Tennessee, with its principal place of business at [Disclosing Party Business Address] and Tennessee State Registration Number [If applicable], hereinafter referred to as "Discloser," and

[Receiving Party Legal Name], a [Business Entity Type] organized under the laws of [State of Organization], with its principal place of business at [Receiving Party Business Address] and Tennessee State Registration Number [If applicable], hereinafter referred to as "Recipient."

WHEREAS, Discloser possesses certain confidential information that it desires to disclose to Recipient; and

WHEREAS, Recipient is willing to receive such confidential information subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information:

Confidential Information shall mean all information disclosed by Discloser to Recipient, whether orally, in writing, visually, or electronically, concerning Discloser's business, including, but not limited to:

• Technical drawings and specifications.
• Product specifications.
• Pricing structures and cost data.
• Manufacturing processes and techniques.
• Purchasing requirements and forecasts.
• Business strategies and marketing plans.
• Logistics and supply chain data.
• Supplier and customer lists.
• Financial forecasts and projections.
• Proprietary technology and software.
• Quality control records and procedures.
• Vendor performance data and audit findings.

Examples of Confidential Information include, but are not limited to, [Specific Example 1, e.g., Blueprint XYZ], [Specific Example 2, e.g., Pricing Spreadsheet ABC], and [Specific Example 3, e.g., Manufacturing Process Document 123].

Exclusions from Confidential Information:

Confidential Information shall not include information that:

• Is generally available to the public through lawful means other than by breach of this Agreement.
• Recipient can prove was already known to Recipient without restriction prior to disclosure by Discloser.
• Is independently developed by Recipient without use of Discloser's Confidential Information.
• Is lawfully obtained by Recipient from a third party who is not bound by a confidentiality obligation to Discloser.

Use of Confidential Information:

Recipient shall use the Confidential Information solely for the purpose of performing its obligations under the underlying supply contract or engagement with Discloser (the "Purpose").

Recipient shall not use the Confidential Information for any competitive, personal, or unauthorized third-party benefit.

Safeguarding Confidential Information:

Recipient shall safeguard the Confidential Information with reasonable and industry-appropriate physical, organizational, and electronic security measures, including:

• Secure storage of Confidential Information.
• Controlled access to Confidential Information, limited to authorized personnel directly involved in the Purpose.
• Restrictions on duplication or transmission of Confidential Information, including use of secure transfer protocols such as [Specify Protocol, e.g., SFTP].
• Clear instructions for both routine and exceptional handling of Confidential Information.

Confidentiality Period:

Option A: The obligations of confidentiality under this Agreement shall continue during the term of the active supply relationship between Discloser and Recipient and for a period of [Number] years following the termination of that relationship.

Option B: For information constituting a trade secret under the Tennessee Uniform Trade Secrets Act ("TUTSA"), the obligations of confidentiality under this Agreement shall continue perpetually, so long as such information remains a trade secret under TUTSA.

Return or Destruction of Confidential Information:

Upon the expiration or termination of this Agreement, the termination of the supply relationship, or upon Discloser's written request, Recipient shall immediately return to Discloser, or at Discloser's option, destroy, all Confidential Information, including electronic files, notes, and partial records.

Recipient shall certify in writing to Discloser that it has complied with this provision.

Discloser shall have the right to audit Recipient's compliance with this provision.

Notification of Unauthorized Disclosure:

Recipient shall immediately notify Discloser in writing if it becomes aware of any unauthorized disclosure, loss, misuse, cyber incident, or regulatory breach involving the Confidential Information.

Recipient shall fully cooperate with Discloser in the investigation and remediation of any such event.

Remedies for Breach:

In the event of any unauthorized disclosure or breach of this Agreement by Recipient, Discloser shall be entitled to:

• Actual damages suffered as a result of the breach.
• Injunctive relief to prevent further disclosure, without the necessity of proving irreparable harm.
• Specific performance of Recipient's obligations under this Agreement.
• Reimbursement of Discloser's legal fees and costs incurred in enforcing this Agreement.

Option A: Liquidated damages in the amount of [Dollar Amount], representing a reasonable estimate of the harm to Discloser. The parties agree that this liquidated damages amount is not intended as a penalty.

Option B: No liquidated damages shall apply under this agreement.

Choice of Law and Venue:

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

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 [Tennessee County Name] County, Tennessee.

Disclosure Required by Law:

If Recipient is required to disclose Confidential Information pursuant to any Tennessee state or U.S. federal law, court order, regulatory request, or subpoena, Recipient shall:

• Promptly notify Discloser in writing of such requirement.
• Cooperate with Discloser in seeking a protective order or other appropriate relief.
• Disclose only the minimum amount of Confidential Information necessary to comply with the legal requirement.

No Transfer of Rights:

Nothing in this Agreement shall be construed as granting Recipient any license or other right in or to the Confidential Information, including any intellectual property or trade secret rights. Discloser retains all ownership rights to the information.

Representations and Warranties:

Each party represents and warrants that it has the full power and authority to enter into this Agreement.

Recipient represents and warrants that it is not bound by any conflicting confidentiality obligations under any other agreement.

Severability:

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

Entire Agreement; Amendment; Waiver:

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 waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Compliance with Tennessee Law:

Recipient shall comply with all applicable Tennessee laws and regulations, including but not limited to the Tennessee Identity Theft Deterrence Act, Rules of Civil Procedure for electronic discovery and confidentiality, and any relevant industry-specific requirements (e.g., HIPAA, GLBA).

Reverse Engineering Prohibition:

Recipient shall not reverse engineer, decompile, or disassemble any Confidential Information, especially any software or technical materials provided by Discloser.

Reasonable Efforts and Confidential Relationship:

Recipient agrees to use its reasonable best efforts to protect the confidentiality of the Confidential Information. The parties acknowledge that a confidential relationship exists between them with respect to the Confidential Information.

Assignment and Subcontracting:

Option A: Recipient may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Discloser.

Option B: Recipient may subcontract its obligations hereunder provided that each such subcontractor agrees to be bound by confidentiality obligations no less restrictive than those set forth herein.

Any permitted assignee or subcontractor shall execute a confidentiality agreement substantially similar to this Agreement.

Acknowledgment of Receipt:

Recipient acknowledges that it has received the Confidential Information and understands its obligations under this Agreement.

Authorized Representatives:

The following individuals are authorized to receive Confidential Information on behalf of Recipient:

• [Representative 1 Name], [Representative 1 Title]
• [Representative 2 Name], [Representative 2 Title]

Recipient shall promptly notify Discloser of any changes to this list.

Additional Terms:

[Insert any additional terms specific to the supplier relationship or industry]

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

[Disclosing Party Legal Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

[Receiving Party Legal Name]

By: [Receiving Party Authorized Representative Name]

Title: [Receiving Party Authorized Representative Title]