West Virginia supplier nda template

West Virginia Supplier Non-Disclosure Agreement

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

• [Disclosing Party Full Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Disclosing Party Business Address], and contact details including email: [Disclosing Party Email] and phone: [Disclosing Party Phone]; agent for service of process: [Agent for Service of Process Name], address: [Agent for Service of Process Address] (hereinafter referred to as "Disclosing Party"),

and

• [Receiving Party Full Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Receiving Party Business Address], and contact details including email: [Receiving Party Email] and phone: [Receiving Party Phone]; agent for service of process: [Agent for Service of Process Name], address: [Agent for Service of Process Address] (hereinafter referred to as "Receiving Party").

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or in any other form, that relates to the Disclosing Party's business, including, but not limited to:

• Product specifications
• Pricing
• Manufacturing processes
• Proprietary technology
• Quality assurance documentation
• Sourcing strategies
• Purchase orders
• Contract terms
• Supplier and client lists
• Logistics information
• Technical plans
• Regulatory compliance data
• Deliverables exchanged

2. Exclusions from Confidential Information

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

• Is or becomes publicly available through no fault of the Receiving Party;
• Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records;
• Is rightfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation with respect thereto;
• Is required to be disclosed by applicable law or court order.

• If disclosure is required by law or court order, the Receiving Party shall provide the Disclosing Party with prompt written notice prior to such disclosure to allow the Disclosing Party to seek a protective order or otherwise prevent or limit such disclosure.

3. Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely for the purpose of supplying goods or services, or otherwise fulfilling the specific purposes outlined in this Agreement.

• Option A: Receiving Party shall not use the Confidential Information for any competitive advantage.
• Option B: Receiving Party shall not use the Confidential Information for unrelated business activities.
• Option C: The Confidential Information may only be used for the expressly authorized purpose of [Specific Purpose].

4. Obligations of Confidentiality

The Receiving Party agrees to protect the Confidential Information from unauthorized disclosure and use.

• The Receiving Party shall implement and maintain adequate physical, technical, and procedural safeguards.
• Restricting employee access to a need-to-know basis.
• Prohibiting unauthorized duplication.
• Requiring secure storage.
• Controlling digital communications.
• Complying with West Virginia data protection statutes and industry-specific regulatory security standards.

5. Permitted Methods of Disclosure

The permitted methods of disclosure are:

• Written
• Oral
• Electronic

• Any oral disclosures shall be confirmed in writing within [Number] business days.

6. Term of Confidentiality

The confidentiality obligations under this Agreement shall continue for the duration of the supplier relationship plus [Number] years following the termination of such relationship.

• Option A: For trade secrets, the obligations shall continue indefinitely, as permitted by West Virginia's adoption of the Uniform Trade Secrets Act.

7. Return of Confidential Information

Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information.

• Option A: Destruction must be certified in writing.
• Option B: Return includes all copies, backups, and electronically stored information.

8. Notification of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use, disclosure, or loss of Confidential Information.

• Receiving Party is obligated to cooperate in investigating, mitigating, and remedying any resulting harm.

9. Remedies for Breach

In the event of a breach of this Agreement, the Disclosing Party shall be entitled to:

• Injunctive relief
• Actual and consequential damages
• Liquidated damages of [$Amount] if appropriate and enforceable under West Virginia law.
• Indemnification of the Disclosing Party for third-party claims or regulatory penalties resulting from a breach.

10. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other rights to the Disclosing Party's intellectual property.

• Option A: Reverse engineering, decompiling, or disassembling products or samples is prohibited.

11. Assignment

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

12. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.

• Exclusive venue and jurisdiction for any disputes shall be in the state or federal courts located in West Virginia.

13. 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.

14. Amendment

This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties.

15. Severability

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

16. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) personal delivery; (b) deposit with a reputable overnight courier, postage prepaid; (c) mailing by registered or certified mail, return receipt requested, postage prepaid; or (d) transmission by facsimile or email, with confirmed transmission, to the addresses set forth above.

17. Independent Contractor

The parties are independent contractors and no partnership or agency relationship is created by this Agreement.

18. Compliance

Receiving party acknowledges that it must comply with all relevant state regulations, including the West Virginia Uniform Trade Secrets Act, state data protection and consumer protection laws, and any local industry-specific rules.

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

[Disclosing Party Full Legal Name]

By: [Name]

Title: [Title]

[Receiving Party Full Legal Name]

By: [Name]

Title: [Title]