Vermont supplier nda template

Vermont Supplier Non-Disclosure Agreement

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

• [Supplier Full Legal Name], a [Supplier Business Entity Type] with its principal place of business at [Supplier Principal Address], and represented by [Supplier Authorized Signatory Name], [Supplier Authorized Signatory Title] (“Supplier”);

and

• [Vermont Company Full Legal Name], a [Vermont Company Business Entity Type] with its principal place of business at [Vermont Company Principal Address], and represented by [Vermont Company Authorized Signatory Name], [Vermont Company Authorized Signatory Title] (“Recipient”).

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all information disclosed by Recipient to Supplier, whether orally, in writing, electronically, visually, or by any other means, that relates to Recipient’s business, including, but not limited to:

• Technical drawings
• Manufacturing processes
• Formulations
• Pricing information
• Inventory data
• Order projections
• Supplier lists
• Purchase terms
• Business plans
• Proprietary technology
• Distribution strategy
• Customer and end-user information
• Bid materials
• Market research
• Compliance documentation
• All written, oral, visual, or digital data disclosed during supply negotiations, transactions, or ongoing collaboration
• Sensitive data subject to privacy considerations under Vermont law.

2. Exclusions from Confidential Information

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

• Was already in Supplier's lawful possession prior to disclosure by Recipient, as evidenced by Supplier's contemporaneous written records.
• Is or becomes publicly available through no fault of Supplier.
• Is independently developed by Supplier without reference to Recipient's Confidential Information, as evidenced by Supplier's contemporaneous written records.
• Is required to be disclosed pursuant to a valid order of a court, regulatory authority, or Vermont statute; provided that Supplier provides Recipient with prompt written notice of such requirement and reasonably cooperates with Recipient, at Recipient's expense, in seeking a protective order or other appropriate remedy to minimize the scope of the disclosure.

3. Use of Confidential Information

Supplier agrees to use the Confidential Information solely for the purpose of:

• Option A: Performing its obligations as a supplier to Recipient.
• Option B: Fulfilling contract terms with Recipient.
• Option C: Providing goods or services specified in the agreement between Supplier and Recipient.

Supplier shall not use the Confidential Information for any other purpose, including but not limited to:

• Any unauthorized purpose.
• Personal benefit.
• Disclosure to any third party, including subcontractors, affiliates, or agents, without Recipient's prior written consent. Such consent, if granted, will require the third party to agree to confidentiality terms at least as protective as those contained herein.

4. Security Measures

Supplier shall implement and maintain reasonable and appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall include, but are not limited to:

• Physical safeguards, such as secure facilities and restricted access.
• Technical safeguards, such as data encryption, secure transmission protocols, and access controls.
• Organizational safeguards, such as staff training on confidentiality obligations and mandatory confidentiality agreements with all personnel who have access to the Confidential Information.
• Supplier must document all security procedures.

5. Data Protection Obligations

Supplier shall comply with all applicable Vermont laws and regulations relating to the protection of personal data, including Vt. Stat. Ann. tit. 9, § 2430 et seq. If the Confidential Information includes protected health information, Supplier shall also comply with the Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations.

6. Duration of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

• Option A: For a period of [Number] years from the Effective Date of this Agreement.
• Option B: Permanently, with respect to trade secrets as defined under the Vermont Uniform Trade Secrets Act (Vt. Stat. Ann. tit. 9, § 4601 et seq.), until such information no longer qualifies as a trade secret.

7. Return or Destruction of Confidential Information

Upon the termination or expiration of this Agreement, or at any time upon Recipient's written request, Supplier shall:

• Promptly return to Recipient all Confidential Information, including all originals and copies, in whatever form.
• Alternatively, at Recipient's option, Supplier shall certify in writing to Recipient that all Confidential Information has been permanently destroyed and is irretrievable. This includes removing digital data from all storage devices and backup systems.

8. Notification of Unauthorized Disclosure

Supplier shall promptly notify Recipient in writing of any actual or suspected unauthorized access, breach, loss, or misuse of the Confidential Information. Supplier shall fully cooperate with Recipient in the investigation, containment, and remediation of any such incident, and shall comply with all applicable Vermont data breach notification statutes (e.g., Vt. Stat. Ann. tit. 9, § 2435).

9. Remedies for Breach

In the event of a breach of this Agreement by Supplier, Recipient shall be entitled to:

• Liquidated damages in the amount of [Dollar Amount].
• Actual and consequential damages.
• Equitable relief, including but not limited to temporary restraining orders and permanent injunctions.
• Recovery of reasonable attorneys' fees and costs.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to its conflict of laws 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 [County Name] County, Vermont.

11. Liability for Employees, Agents, and Subcontractors

Supplier shall be liable for any breach of this Agreement by its employees, agents, or subcontractors. Supplier shall ensure that all employees, agents, and subcontractors who have access to the Confidential Information are bound by confidentiality obligations at least as protective as those contained herein.

12. No Waiver

The failure of Recipient to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of this Agreement.

13. Severability

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

14. Amendments

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

15. No Obligation to Contract

This Agreement does not obligate either party to enter into any further business relationship or agreement.

16. No License

No license to any intellectual property or business method of Recipient is granted or implied by this Agreement, except to the extent necessary for Supplier to perform its obligations under any existing agreement with Recipient.

17. Compliance with Regulations

Supplier shall comply with all applicable Vermont industry-specific regulations relevant to the goods or services supplied, including but not limited to regulations relating to food, medical devices, and environmental protection. Supplier shall also comply with any mandatory registration or reporting requirements.

18. Conflicts of Interest

Each party shall promptly disclose to the other any conflicts of interest that may arise in connection with the supplier relationship.

19. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, or government regulation.

20. Fairness and Unconscionability

The parties acknowledge that they have had the opportunity to review this Agreement with legal counsel and that the terms of this Agreement are fair and not unconscionable under Vermont law.

21. Export Control

If the Confidential Information includes sensitive goods or technology subject to U.S. export control laws or Vermont-specific embargo or sanctions laws, Supplier shall comply with all such laws and regulations.

22. Authority

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

23. 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.

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

[Supplier Full Legal Name]

By: [Supplier Authorized Signatory Name]

Title: [Supplier Authorized Signatory Title]

[Vermont Company Full Legal Name]

By: [Vermont Company Authorized Signatory Name]

Title: [Vermont Company Authorized Signatory Title]