Washington supplier nda template

Washington Supplier Non-Disclosure Agreement

This Washington Supplier Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

• [Hiring Party Legal Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Hiring Party Address], and registered to do business in Washington State, represented by [Authorized Representative Name], title [Representative Title], contact information: [Representative Email], [Representative Phone Number] (hereinafter referred to as "Recipient").
• [Supplier Legal Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Supplier Address], and registered to do business in Washington State, represented by [Authorized Representative Name], title [Representative Title], contact information: [Representative Email], [Representative Phone Number] (hereinafter referred to as "Discloser").

1. Definition of Confidential Information

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

• Products and components
• Technical drawings and specifications
• Manufacturing methods and processes
• Pricing structures and cost data
• Formulas and ingredients
• Product specifications and testing data
• Quality control data
• Procurement information and strategies
• Delivery schedules and logistics
• Business plans and marketing strategies
• Customer lists and information
• Supplier lists and information
• Contract terms and conditions
• Proprietary supplier processes and techniques
• Samples, prototypes, and other tangible items

2. Exclusions from Confidential Information

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

• Option A: Is or becomes publicly available without a breach of this Agreement by Recipient.
• Option B: Becomes rightfully known to Recipient from a third party without any obligation of confidentiality.
• Option C: Is independently developed by Recipient without use of or reference to the Discloser's Confidential Information, as demonstrated by written records.
• Option D: Is required to be disclosed pursuant to a valid order of a court or other governmental body of competent jurisdiction in Washington state, provided that Recipient provides Discloser with reasonable prior written notice of such requirement and cooperates with Discloser in seeking a protective order or other appropriate relief.

3. Use of Confidential Information

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

• Option A: Evaluating and engaging in a business relationship with Discloser as a supplier.
• Option B: Fulfilling supplier services or procurement obligations.
• Option C: Participating in specific project tasks outlined in [Project Name or Description].

Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, competitive advantage, personal gain, or any external commercial activity.

4. Security and Management of Confidential Information

Recipient shall:

• Use at least the same degree of care to protect the confidentiality of the Confidential Information as Recipient uses to protect its own confidential information of like nature, but in no event less than reasonable care.
• Option A: Store Confidential Information in a secure location with controlled access.
• Option B: Encrypt electronic files containing Confidential Information.
• Option C: Restrict duplication and transmission of Confidential Information.
• Option D: Implement verifiable destruction protocols for Confidential Information.

5. Term and Termination

This Agreement shall commence on the Effective Date and continue for:

• Option A: The duration of the business relationship between the parties.
• Option B: A period of [Number] years from the Effective Date.
• Option C: A period of [Number] years following termination of any agreement between the parties.

The obligation to protect trade secrets under Washington’s Uniform Trade Secrets Act (RCW 19.108) shall persist until such information enters the public domain.

6. Return or Destruction of Confidential Information

Upon termination of this Agreement or upon Discloser's written request, Recipient shall:

• Promptly return to Discloser all tangible embodiments of the Confidential Information, including all copies thereof, or, at Discloser's option, destroy all such materials.
• Certify in writing to Discloser that it has complied with the obligations of this Section within [Number] days of the request.

7. Notification of Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing upon discovery of any actual or suspected unauthorized access, loss, or breach of Confidential Information. Recipient shall fully cooperate with Discloser in investigating and remediating any such event.

8. Third-Party and Subcontractor Access

Recipient shall not disclose Confidential Information to any third party or subcontractor without Discloser's prior written consent.

• Option A: If such disclosure is permitted, Recipient shall ensure that such third party or subcontractor is bound by a written agreement containing confidentiality obligations no less restrictive than those contained herein.

Recipient shall be liable for any breach of this Agreement by its employees, agents, or subcontractors.

9. Remedies

Discloser shall be entitled to:

• Option A: Seek equitable relief, including injunctive relief, to prevent or restrain any breach or threatened breach of this Agreement, without the necessity of posting a bond.
• Option B: Recover monetary damages for any breach of this Agreement, including direct, indirect, and consequential damages.
• Option C: Reimbursement of reasonable attorneys' fees and court costs incurred in enforcing this Agreement, to the extent permitted by Washington law.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Washington.

11. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. To the extent possible, the invalid or unenforceable provision shall be modified to make it valid and enforceable while achieving the original intent of the parties.

12. 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. All Confidential Information remains the sole property of Discloser.

13. Warranty

Recipient warrants that its execution and performance of this Agreement will not breach any agreement or obligation that Recipient has with any other party.

14. Non-Compete

This Agreement is not intended to be, and shall not be construed as, a non-compete agreement. To the extent any provision of this Agreement could be construed as restricting Recipient's ability to compete, the parties agree that such provision shall be narrowly construed and enforced only to the extent necessary to protect Discloser's Confidential Information, and only to the extent permitted by Washington law (RCW 49.62).

15. Business-to-Business Relationship

This Agreement is intended to govern a business-to-business relationship between Discloser and Recipient, and is not intended to govern any employment relationship. This Agreement shall not apply to situations specifically governed by Washington employment law.

16. Washington Uniform Trade Secrets Act

The parties acknowledge that the Confidential Information may include trade secrets as defined by the Washington Uniform Trade Secrets Act (RCW 19.108). Discloser shall be entitled to all remedies available under such Act for any misappropriation of its trade secrets.

17. Right to Audit

Discloser reserves the right, upon reasonable notice and during normal business hours, to audit Recipient's compliance with the terms of this Agreement, to the extent permitted by Washington law.

18. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

19. Entire Agreement; Amendment

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. Electronic signatures shall be valid to the extent permitted by the Washington Uniform Electronic Transactions Act.

20. Precedence

In the event of any conflict between this Agreement and any other agreement between the parties, the terms of this Agreement shall prevail with respect to the confidentiality of the Discloser’s information.

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

[Hiring Party Legal Name]

By: [Authorized Representative Name]

Title: [Representative Title]

[Supplier Legal Name]

By: [Authorized Representative Name]

Title: [Representative Title]