Virginia supplier nda template

Virginia Supplier Non-Disclosure Agreement

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

[Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address], represented by [Disclosing Party Representative Name], its [Disclosing Party Representative Title] (hereinafter referred to as "Disclosing Party"),

and

[Supplier Name], a [State] [Entity Type] with its principal place of business at [Supplier Address], represented by [Supplier Representative Name], its [Supplier Representative Title] (hereinafter referred to as "Supplier").

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Supplier, whether orally, visually, or in tangible form, relating to Disclosing Party’s business, including but not limited to:

• Product specifications, pricing data, order volumes, manufacturing methods, supply chain and logistics details, proprietary processes, technical documentation, customer and end-user data relevant to the contract, business plans, agreements, tender documents, proposals, materials related to compliance or regulatory filings specific to Virginia law, and information exchanged during site visits or project collaborations.

Option B: "Confidential Information" means any data or information that is competitively sensitive and not generally known to the public, including, but not limited to, financial information, operational information, know-how, trade secrets, and other non-public business information.

2. Exclusions from Confidential Information

Option A: The obligations under this Agreement shall not apply to any information which:

• Is or becomes generally available to the public other than as a result of a disclosure by Supplier or its Representatives in violation of this Agreement.
• Was already known to Supplier prior to its disclosure by Disclosing Party, as evidenced by Supplier’s written records.
• Is independently developed by Supplier without use of or reference to the Disclosing Party’s Confidential Information.
• Is rightfully received by Supplier from a third party without any obligation of confidentiality.
• Is required to be disclosed pursuant to a valid order or subpoena issued by a court or other governmental body of competent jurisdiction in Virginia, provided that Supplier shall provide Disclosing Party with prior written notice of such required disclosure and cooperate with Disclosing Party, at Disclosing Party's expense, if Disclosing Party seeks a protective order or other appropriate remedy.

Option B: Confidential Information does not include information that:

• Becomes publicly available without breach of this Agreement.
• Was lawfully in the Supplier's possession before disclosure by the Disclosing Party.
• Is independently developed by the Supplier.
• Is received by the Supplier from another source who is not under confidentiality obligations.

3. Use and Disclosure Restrictions

Option A: Supplier shall use the Confidential Information solely for the purpose of performing its obligations under the [Name of Underlying Contract] (the “Purpose”). Supplier shall not disclose the Confidential Information to any third party, including its subsidiaries, affiliates, subcontractors, or employees, except to those employees who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.

Option B: Supplier shall only use the Confidential Information to fulfill its contractual duties to the Disclosing Party. Supplier shall not use the Confidential Information for any other reason, including, but not limited to, its own commercial gain or for the benefit of third parties.

4. Protection of Confidential Information

Option A: Supplier shall protect the Confidential Information using at least 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. Supplier shall implement and maintain reasonable security measures, including physical, technical, and administrative safeguards, to protect the Confidential Information from unauthorized access, use, or disclosure. When handling sensitive business, customer, or technical data, Supplier shall follow reasonable industry and Virginia-specific standards for access controls, encryption, and secure communication, with consideration of the Virginia Consumer Data Protection Act if personal data is involved.

Option B: Supplier will protect the Disclosing Party's Confidential Information with the same level of care that it uses to protect its own Confidential Information, and at a minimum, exercise reasonable care.

5. Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years from the date of termination of the underlying agreement between the parties. With respect to trade secrets, the obligations of confidentiality shall continue for as long as such information remains legally protected as a trade secret under the Virginia Uniform Trade Secrets Act.

Option B: This Agreement will last for the term of our business relationship and for [Number] years after the relationship ends.

6. Return of Confidential Information

Option A: Upon Disclosing Party’s written request or upon termination of this Agreement, Supplier shall promptly return to Disclosing Party all Confidential Information, including all copies, summaries, and derived documents, in its possession or control. Alternatively, at Disclosing Party's option, Supplier shall destroy all such Confidential Information and certify in writing to Disclosing Party that such destruction has been completed. The Supplier may retain a copy of the confidential information for record-keeping purposes only if retention is required by Virginia statute or regulation.

Option B: When our relationship ends or upon request, Supplier must return or destroy all Confidential Information.

7. Notification of Unauthorized Disclosure

Option A: Supplier shall immediately notify Disclosing Party upon discovery of any suspected or actual unauthorized use or disclosure of the Confidential Information. Supplier shall cooperate fully with Disclosing Party in investigating such unauthorized use or disclosure and in taking steps to prevent its recurrence. Supplier will cooperate with any legal reporting requirements under Virginia law. All remedial measures will be at the supplier’s cost.

Option B: If Supplier discovers any unauthorized use or disclosure of the Confidential Information, Supplier must immediately notify Disclosing Party.

8. Remedies

Option A: Supplier acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party, for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity. In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

Option B: Supplier understands that if Supplier breaches this agreement, Disclosing Party will be irreparably harmed and may seek an injunction, in addition to any other remedies available.

9. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to attempt to resolve the dispute through voluntary mediation in [City, Virginia]. If mediation is unsuccessful, the dispute shall be resolved by litigation in the state or federal courts located in [City, Virginia]. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict-of-law provisions.

Option B: Any disputes related to this agreement will be governed by Virginia law and resolved in Virginia courts.

10. Representations and Warranties

Option A: Supplier represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Supplier further represents and warrants that it will flow down the confidentiality terms of this Agreement to any approved subcontractors. Supplier also represents and warrants that it will comply with all applicable industry regulations.

Option B: Supplier represents and warrants that it is authorized to enter into this NDA.

11. Public Records and FOIA

Option A: If Disclosing Party is a Virginia government agency, Supplier acknowledges that this Agreement and the Confidential Information may be subject to disclosure under the Virginia Freedom of Information Act ("FOIA"). Supplier agrees to cooperate with Disclosing Party in responding to any FOIA requests to the extent permitted by law.

Option B: N/A

12. Compliance with Virginia Law

Option A: This Agreement is intended to comply with the Virginia Uniform Trade Secrets Act and the Virginia Consumer Data Protection Act.

Option B: N/A

13. Entire Agreement; Amendments

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

Option B: This Agreement is the entire agreement, and any changes must be in writing and signed by both parties.

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

[Disclosing Party Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

[Supplier Name]

By: [Supplier Representative Name]

Title: [Supplier Representative Title]