Utah supplier nda template

Utah Supplier Non-Disclosure Agreement

This Utah Supplier Non-Disclosure Agreement (this “Agreement”) is made and effective as of [Effective Date], by and between:

• [Supplier Legal Name], a [Supplier Business Entity Type] with its principal place of business at [Supplier Address], and contact information: [Supplier Contact Name], [Supplier Contact Email], [Supplier Contact Phone] (the “Supplier”);

and

• [Recipient Legal Name], a [Recipient Business Entity Type] with its principal place of business at [Recipient Address], and contact information: [Recipient Contact Name], [Recipient Contact Email], [Recipient Contact Phone] (the “Recipient”).

1. Definition of Confidential Information

Confidential Information means any information disclosed by Supplier to Recipient, directly or indirectly, whether in writing, orally, electronically, digitally, or in tangible form, relating to Supplier’s business, including but not limited to:

• Technical specifications, data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, and lists of actual or potential customers or vendors;
• Samples and prototypes;
• Cost and pricing structures;
• Operational processes and manufacturing methods;
• Vendor lists and supplier information;
• Terms of purchase orders and contracts;
• Proprietary materials and product designs;
• Details of Supplier’s relationship with other suppliers;
• Quality control data;
• Forecasts and market data;
• All information exchanged during collaboration, procurement, supply, or service activities.

2. Exclusions from Confidential Information

This Agreement does not apply to information that:

• Is or becomes publicly available through no fault of Recipient.
• Was already lawfully known to Recipient prior to disclosure by Supplier.
• Is obtained by Recipient from an independent third party not under a confidentiality obligation to Supplier.
• Is required to be disclosed by court order, subpoena, or statutory obligation.
  • Recipient will promptly notify Supplier of such required disclosure, if legally permissible.

3. Use of Confidential Information

• Recipient shall use the Confidential Information solely for the purpose of evaluating, performing, or facilitating projects, services, deliveries, quotations, or supply arrangements within the scope of this Agreement.
• Recipient shall not use the Confidential Information for any other purpose, including but not limited to reverse engineering, creating derivative works, or engaging in any competitive activities.

4. Security Measures

Recipient shall implement and maintain reasonable and industry-standard safeguards to protect the Confidential Information from unauthorized access, use, or disclosure. These safeguards shall include, but are not limited to:

• Physical, technical, and administrative controls suitable for the sensitivity of the information and in alignment with Utah-specific cybersecurity expectations.
• Clear procedures for access, storage, copying, transmission, and disposal of Confidential Information.
  • Option A: Recipient shall comply with Supplier's specified security protocols attached as Exhibit A.
  • Option B: Recipient shall maintain a written information security policy consistent with industry best practices.

5. Term and Termination

• This Agreement shall commence on the Effective Date and continue for the duration of the supply relationship and for a period of [Number] years following termination of the supply relationship.

6. Trade Secrets

Nothing in this agreement shall be construed as limiting or waiving any rights Supplier may have in its trade secrets under the Utah Uniform Trade Secrets Act, Utah Code § 13-24-2 et seq. Trade secrets shall receive indefinite protection as long as they meet the statutory requirements.

7. Return or Destruction of Confidential Information

• Upon termination of the supply relationship or upon written request by Supplier, Recipient shall promptly return or securely destroy all Confidential Information, including all copies, summaries, and derivative materials, whether in physical or electronic form.
• Recipient shall certify in writing to Supplier that it has complied with this provision.

8. Notification of Unauthorized Disclosure

• Recipient shall immediately notify Supplier upon discovery of any unauthorized disclosure, data breach, misuse, or subpoena relating to the Confidential Information.
• Recipient shall cooperate with Supplier in investigating and remedying any such event, in accordance with applicable Utah law.

9. Subcontractors, Affiliates, and Employees

• Recipient may disclose Confidential Information to its subcontractors, affiliates, and employees only on a need-to-know basis.
• Recipient shall ensure that all such parties are bound by written confidentiality agreements at least as protective as this Agreement.

10. Permitted Disclosures

• Recipient shall not disclose Confidential Information to any third party without the prior written consent of Supplier.
• Any permitted disclosure shall be subject to compliance with all applicable export control and data privacy obligations, including Utah’s data breach notification law (Utah Code § 13-44-101 et seq.), if applicable.

11. Remedies

• Supplier shall be entitled to seek injunctive relief and other equitable remedies to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
• Recipient acknowledges that monetary damages may be insufficient to remedy a breach of this Agreement.

12. Limitation of Liability and Indemnity

• Recipient shall be responsible for any breach of this Agreement by its employees, agents, or contractors.
• Recipient agrees to indemnify and hold Supplier harmless from any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement.
  • Option A: Recipient’s liability under this agreement shall be limited to [Dollar Amount].
  • Option B: Neither party shall be liable for consequential, incidental, indirect, or special damages.

13. Governing Law and Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.
• Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [Utah County Name] County, Utah.
• Prior to initiating litigation, the parties agree to attempt to resolve the dispute through good-faith negotiation and, if unsuccessful, through mediation.

14. No License

Nothing in this Agreement shall be construed as granting Recipient any license or other right to use the Confidential Information, except as expressly provided herein. Supplier retains all right, title, and interest in and to the Confidential Information.

15. No Violation of Existing Agreements

Recipient represents and warrants that its execution and performance of this Agreement do not violate any existing contractual or statutory obligations.

16. Amendments

This Agreement may be amended only by a written instrument signed by both parties.

17. Severability

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

18. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

19. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

20. Notices

All notices 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.

21. 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.

22. Equitable Relief

The parties acknowledge that a breach of this Agreement may cause irreparable harm to Supplier for which monetary damages would be inadequate. Supplier shall be entitled to seek equitable relief, including injunctive relief and specific performance, in any court of competent jurisdiction in Utah, without the necessity of posting a bond.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Supplier Legal Name]

By: [Supplier Authorized Representative Name]

Title: [Supplier Authorized Representative Title]

[Recipient Legal Name]

By: [Recipient Authorized Representative Name]

Title: [Recipient Authorized Representative Title]