Texas supplier nda template

Texas Supplier Nondisclosure Agreement

This Texas Supplier Nondisclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

• [Company Legal Name], a [State of Incorporation] corporation with its principal place of business at [Company Address], represented by [Company Authorized Representative Name], [Company Authorized Representative Title] and contact details [Company Phone Number], [Company Email] (hereinafter referred to as "Company"),

and

• [Supplier Legal Name], a [State of Incorporation] corporation/LLC with its principal place of business at [Supplier Address], represented by [Supplier Authorized Representative Name], [Supplier Authorized Representative Title] and contact details [Supplier Phone Number], [Supplier Email] (hereinafter referred to as "Supplier").

1. Definition of Confidential Information

“Confidential Information” means any and all information disclosed by Company to Supplier, whether orally, in writing, electronically, visually, or by any other means, relating to Company’s business, including, but not limited to:

• Business methods
• Proprietary manufacturing processes
• Pricing models
• Product specifications
• Technical requirements
• Procurement data
• Purchasing volumes
• Logistical and shipping details
• Supply chain information
• Proprietary product formulas
• Service or delivery records
• Bid information
• Orders
• Invoices
• Partnership details
• Samples
• Visual materials

This includes all information disclosed for the purpose of establishing, negotiating, or performing a supplier relationship.

2. Exclusions from Confidential Information

The obligations of this Agreement shall not apply to any information that:

• Is publicly available at the time of disclosure.
• Was already lawfully in Supplier’s possession prior to disclosure by Company and not subject to any other confidentiality restriction.
• Is independently developed by Supplier without reference to or use of Company’s Confidential Information.
• Is lawfully received by Supplier from a third party who is not bound by any confidentiality obligation to Company.
• Is required to be disclosed by law, regulation, subpoena, or Texas court order, provided that Supplier shall:
  • Notify Company promptly in writing of such requirement.
  • Cooperate with Company in seeking a protective order or other appropriate remedy.

3. Use Restrictions

Supplier agrees to use the Confidential Information solely for the purpose of performing its supply, service, or collaboration responsibilities as expressly defined within the scope of this Agreement.

Supplier shall not:

• Use the Confidential Information for self-dealing.
• Resell the Confidential Information.
• Reverse engineer any products or processes disclosed.
• Supply competing third parties with information derived from the Confidential Information.

4. Standard of Care

Supplier agrees to protect the Confidential Information with a standard of care:

• Option A: No less rigorous than the standard imposed under the Texas Uniform Trade Secrets Act (TUTSA).
• Option B: At least as rigorous as Supplier uses to protect its own comparable sensitive information, but in no event less than reasonable care.

5. Access Controls

Supplier shall implement and maintain:

• Secure storage and transmission methods for Confidential Information.
• Employee/agent handling procedures that limit access to a “need to know” basis.
• A system for tracking access to Confidential Information.

6. Term and Termination

The confidentiality obligations under this Agreement shall:

• Commence on the date of first disclosure of Confidential Information.
• Continue throughout the business relationship.
• Continue for a period of:
  • Option A: [Number] years after termination of the business relationship.
  • Option B: Permanently for trade secrets, consistent with TUTSA.

7. Return or Destruction of Confidential Information

Upon termination of the business relationship or upon Company’s written request, Supplier shall:

• Return all Confidential Information to Company.
• Or, at Company’s option, destroy or securely delete all Confidential Information.

Supplier shall provide Company with a written certification of compliance with this clause.

8. Notification of Unauthorized Disclosure

Supplier shall promptly notify Company in writing of any:

• Suspected or actual unauthorized disclosure of Confidential Information.
• Unauthorized access to Confidential Information.
• Data breach involving Confidential Information.
• Legal process seeking disclosure of Confidential Information.

Supplier shall cooperate with Company in investigating and mitigating any harm resulting from such events.

9. Remedies for Breach

Supplier acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Company. Therefore, in the event of a breach or threatened breach of this Agreement, Company shall be entitled to:

• Compensatory damages.
• Equitable remedies, including temporary restraining orders and injunctions, under Texas law.
• Specific performance.
• Recovery of attorney's fees.
• Option A: Liquidated damages in the amount of [Dollar Amount].

10. Governing Law and Dispute Resolution

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

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [Texas County Name] County, Texas, in accordance with the rules of the American Arbitration Association.
• Option B: The exclusive venue for any litigation arising out of or relating to this Agreement shall be the state or federal courts located in [Texas County Name] County, Texas.

11. Representations and Warranties

Supplier represents and warrants that:

• It has the legal authority and capacity to enter into this Agreement.
• Its employees and agents who receive Confidential Information will be bound by written confidentiality obligations substantially similar to those in this Agreement.

12. No License or Transfer of Rights

The disclosure of Confidential Information under this Agreement shall not be construed as granting Supplier any:

• Express or implied license.
• Right or ownership of intellectual property.
• Right to use trade secrets.
• Right to proprietary content.

13. Restrictions on Copying and Reproduction

Supplier is prohibited from:

• Copying or reproducing the Confidential Information except as required for the expressly permitted purpose under this agreement.
• Reverse engineering any disclosed information, samples, or materials.

14. Whistleblower and Mandatory Disclosures

Nothing in this Agreement shall be construed to prevent Supplier from:

• Reporting potential violations of law to government authorities.
• Making disclosures protected by the Texas Whistleblower Act or the Defend Trade Secrets Act.

15. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given:

• Upon personal delivery.
• One (1) business day after deposit with a nationally recognized overnight courier.
• Three (3) business days after deposit in the United States mail, registered or certified, return receipt requested, postage prepaid.
• Upon transmission by email, with confirmation of receipt.

Notices shall be addressed to the parties at the addresses set forth in the preamble of this Agreement, or to such other address as either party may designate in writing.

16. No Obligation to Purchase

This Agreement does not obligate Company to:

• Enter into any supply or purchase agreement with Supplier.
• Purchase any goods or services from Supplier.

17. 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.

18. Assignment

Supplier shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Company. Any attempted assignment in violation of this provision shall be void.

19. Severability

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

20. Amendment

No modification of this Agreement shall be valid unless it is in writing and signed by both parties.

Signatures

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

[Company Legal Name]

By: [Company Authorized Representative Name]

Title: [Company Authorized Representative Title]

[Supplier Legal Name]

By: [Supplier Authorized Representative Name]

Title: [Supplier Authorized Representative Title]

• Option:
  • Notary Section for Texas Notarization: (add relevant fields, e.g., State of Texas, County of [County Name], etc.)

Acknowledgment that parties have had an opportunity to consult with Texas counsel.

If procurement involves Texas governmental entities, include required public information, open records, or compliance language here.