Operations Non-Disclosure Agreement (NDA) For Suppliers
This agreement is made and entered on this __ day of ___, year ____, between [Your Company Name], headquartered at [Your Company Address] (hereinafter referred to as the 'Company'), and [Supplier Name], with its principal office located at [Supplier Address] (hereinafter referred to as the 'Supplier').
1. Purpose of Agreement
The purpose of this Agreement is to protect confidential and proprietary information disclosed by the Disclosing Party to the Receiving Party for the sole purpose of facilitating the provision of goods or services by the Supplier to the Disclosing Party.
2. Definition of Confidential Information
"Confidential Information" shall include all information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, 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 may include, but is not limited to, business plans, financial information, customer lists, and product specifications.
3. Obligations of Receiving Party
The Receiving Party agrees to:
3.1 Use the Confidential Information solely for the purpose described in Section 1 above.
3.2 Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
3.3 Take all reasonable precautions to protect the confidentiality of the Confidential Information, using at least the same degree of care as it uses to protect its own confidential information of a similar nature.
3.4 Limit access to the Confidential Information to employees, contractors, or agents who have a need to know such information for the purpose described in Section 1 above and who are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.
4. Exceptions
The obligations set forth in Section 3 shall not apply to any information that:
4.1 Was already known to the Receiving Party at the time of disclosure.
4.2 Is or becomes publicly available through no fault of the Receiving Party.
4.3 Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.
4.4 Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.
5. Term and Termination
This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless terminated earlier as provided herein. Either party may terminate this Agreement upon written notice to the other party. Upon termination of this Agreement, the obligations of confidentiality and non-disclosure shall survive for a period of five (5) years from the date of termination.
6. Return of Confidential Information
Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing to the Disclosing Party that such Confidential Information has been returned or destroyed.
7. Miscellaneous
7.1 This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, relating to such subject matter.
7.2 This Agreement may not be amended except in writing signed by both parties.
7.3 This Agreement shall be governed by and construed in accordance with the governing laws without regard to its conflict of laws principles.
7.4 Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the arbitration rules, and the place of arbitration shall be [Arbitration Location].
7.5 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
[Your Company Name]
By:__________________________
[Your Name]
[Your Title]
[Date]
[Supplier Name]
By:___________________________
[Supplier Representative Name]
[Supplier Representative Title]
[Date]
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