Wyoming supplier nda template

Wyoming Supplier Non-Disclosure Agreement

This Wyoming Supplier Non-Disclosure Agreement ("Agreement") is made and effective as of [Date], by and between:

[Disclosing Party Legal Name], a [Disclosing Party Entity Type, e.g., Wyoming Corporation], with a principal place of business at [Disclosing Party Address], ("Disclosing Party"), and represented by [Disclosing Party Authorized Representative Name].

[Receiving Party Legal Name], a [Receiving Party Entity Type, e.g., Wyoming LLC], with a principal place of business at [Receiving Party Address], ("Receiving Party"), and represented by [Receiving Party Authorized Representative Name].

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Pricing structures
• Procurement processes
• Specifications
• Designs
• Manufacturing techniques
• Supplier/vendor lists
• Custom formulas or components
• Order history
• Business plans
• Trade secrets as defined under the Wyoming Uniform Trade Secrets Act (W.S. § 40-24-101 et seq.)
• Marketing strategies
• Contract terms
• Financial data
• Client data
• Technical documentation
• Process know-how
• All related documentation.

2. Exclusions from Confidential Information

This Agreement does not apply to information that:

• Is or becomes publicly available through no fault of Receiving Party.
• Was rightfully known to Receiving Party prior to disclosure by Disclosing Party.
• Is independently developed by Receiving Party without reference to the Confidential Information.
• Is rightfully received by Receiving Party from a third party who is not under any obligation of confidentiality to Disclosing Party.
• Is required to be disclosed by law, court order, or government regulation, provided that Receiving Party provides Disclosing Party with prompt written notice (if legally permissible) and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

3. Permitted Use

Receiving Party may only use the Confidential Information for the sole purpose of [Specifically Defined Supplier Responsibilities, e.g., fulfilling its obligations under the supplier agreement to provide goods/services, developing solutions, or making pricing decisions].

• Receiving Party is expressly prohibited from:
  • Using the Confidential Information for any other purpose.
  • Reverse engineering or decompiling any products or processes disclosed by Disclosing Party.
  • Disclosing the Confidential Information to any third party, including subcontractors, without the prior written consent of Disclosing Party.

4. Safeguarding Confidential Information

Receiving Party shall protect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

• Receiving Party shall implement and maintain appropriate administrative, physical, and technological safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, including but not limited to:
  • Locked storage of physical documents
  • Password protection of electronic data
  • Restricted employee access on a need-to-know basis
  • Controlled transmission protocols within Wyoming or the US if required.
• Receiving Party shall comply with all applicable sector-specific Wyoming regulations regarding the protection of Confidential Information [e.g., Department of Workforce Services or Wyoming Department of Health requirements if health/security information is involved].

5. Third-Party Access

Receiving Party shall ensure that all employees, agents, subcontractors, and advisors who have access to the Confidential Information are bound by written agreements containing confidentiality obligations at least as restrictive as those contained in this Agreement. Receiving Party shall be liable for any breach of this Agreement by any such third party.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue during the term of the underlying supplier relationship and for a period of [Number] years following the termination or expiration of that relationship.

• Option A: For information constituting trade secrets under the Wyoming Uniform Trade Secrets Act, the obligations of confidentiality shall continue indefinitely, as long as the information remains a trade secret under W.S. § 40-24-105.
• Option B: The obligation to maintain trade secrets persists as long as they qualify as trade secrets under Wyoming law.

7. Return or Destruction of Confidential Information

Upon the termination or expiration of this Agreement, or upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, and derivatives thereof, or, at Disclosing Party's option, destroy such Confidential Information and certify such destruction in writing to Disclosing Party. This includes electronic backups and archival copies.

8. Notification of Breach

Receiving Party shall promptly notify Disclosing Party in writing upon becoming aware of any actual or suspected breach of this Agreement, including any unauthorized disclosure, loss, theft, or other misuse of the Confidential Information. The notice must adhere to clear Wyoming service requirements. Receiving Party shall fully cooperate with Disclosing Party in investigating any such breach and in taking any necessary remedial action.

9. Remedies for Breach

Receiving Party acknowledges that any breach of this Agreement would cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, in any Wyoming court of competent jurisdiction, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

• In the event of any litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. Disclosing Party shall be liable for actual and consequential damages under Wyoming law.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If the dispute is not resolved through negotiation, the parties shall submit the dispute to [Mediation or Binding Arbitration] in [Wyoming or Mutually Agreed Venue].
• Any such arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

11. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. The exclusive venue for any legal action arising out of or relating to this Agreement shall be the state or federal courts located in [Specify County], Wyoming.

12. Representations

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that this Agreement does not violate any other agreement to which it is a party. Both parties are authorized to enter into this NDA under Wyoming business or corporate law.

13. Documentation of Disclosures

All disclosures of Confidential Information shall be documented. Oral disclosures shall be limited to cases where advance written notice is provided and promptly confirmed in writing as confidential within 10 days to address evidentiary issues under Wyoming law.

14. Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties, in accordance with Wyoming’s contract requirements.

15. 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, consistent with Wyoming law.

16. Notices

All notices and other communications 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 by statutory electronic service to the addresses set forth above.

17. Data Privacy and Records Retention

If the Confidential Information includes personal data or records covered by Wyoming state statute (e.g., Wyoming Consumer Protection Act or applicable state privacy regulations), Receiving Party shall store and process such information in compliance with those standards.

18. Regulated Industries

If the supplier relationship concerns regulated Wyoming industries [e.g., oil/gas, energy, healthcare, government contracts], the parties shall comply with all applicable state procurement regulations, public records laws, or industry compliance standards.

19. Integration

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 NDA supplements and takes precedence over any general supplier agreement where terms conflict regarding confidentiality.

20. Assignment

• [Option A: Receiving Party may not assign its rights or obligations under this Agreement without the prior written consent of Disclosing Party.]
• [Option B: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.] Automatic assignment or restriction of assignment based on the supplier's Wyoming business structure.

21. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures under the Wyoming Uniform Electronic Transactions Act.

22. Continuing Obligations

Receiving Party's obligations under this Agreement shall continue in full force and effect even after any assignment, merger, or acquisition of Receiving Party, per Wyoming succession laws.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

[Receiving Party Legal Name]

By: [Receiving Party Authorized Representative Name]

Title: [Receiving Party Authorized Representative Title]