Free Administration Supplier Confidentiality Agreement

This Confidentiality Agreement (the "Agreement") is made and entered into as of [Insert Date], by and between [Your Company Name], a corporation organized and existing under the laws of [Insert Jurisdiction], with its principal place of business located at [Your Company Address] ("Company A"), and [Other Company Name], a corporation organized and existing under the laws of [Insert Jurisdiction], with its principal place of business located at [Other Company Address] ("Supplier B").

WHEREAS, Company A is engaged in [Brief Description of Business Activity], and in connection with this engagement, Company A has disclosed or may disclose to Supplier B certain confidential proprietary information;

WHEREAS, Supplier B agrees to receive and use such confidential information solely for the purpose outlined under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company A and Supplier B hereby agree as follows:

I. Definition of Confidential Information

A. For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, without limitation, technical, commercial, financial, operational, and other information or data, disclosed in writing, orally, or by any other means by Company A to Supplier B. This includes, but is not limited to, product specifications, designs, plans, drawings, software, prototypes, samples, marketing strategies, customer lists, and pricing information.

B. Confidential Information does not include information that: (i) becomes publicly known through no fault of Supplier B; (ii) was in Supplier B's possession prior to disclosure by Company A as proven by Supplier B's written records; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Supplier B without use of or reference to Company A's Confidential Information.

II. Obligations and Use of Confidential Information

A. Non-Disclosure and Non-Use: Supplier B agrees to (i) maintain the confidentiality of the Confidential Information; (ii) not disclose the Confidential Information to any third party without the prior written consent of Company A; and (iii) not use the Confidential Information for any purpose except for the purpose related to the business engagement between Company A and Supplier B.

B. Protection of Confidential Information: Supplier B shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. This includes implementing reasonable security measures to safeguard the Confidential Information from unauthorized access or use.

C. Authorized Disclosure: Supplier B may disclose Confidential Information to its employees, consultants, or subcontractors who need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein. Supplier B must notify Company A within 5 business days of any such disclosure.

D. Return or Destruction: Upon the termination of this Agreement, or upon Company A's written request at any time, Supplier B shall promptly return all copies of Confidential Information to Company A or destroy all such material, as directed by Company A, and provide written certification of such return or destruction within 10 business days of the termination or request.

E. Survival: The obligations of confidentiality set forth in this Agreement shall survive the termination of this Agreement for a period of 5 years.

III. Disclosure to Third Parties

A. Restricted Disclosure: Supplier B shall not disclose any Confidential Information received from Company A to any third party, except as expressly permitted under this Agreement. In the event that Supplier B is legally compelled to disclose Confidential Information, Supplier B agrees to provide Company A with prompt written notice, allowing Company A to seek a protective order or other appropriate remedy.

B. Written Consent Required: Any disclosure of Confidential Information by Supplier B to third parties permitted under the terms of this Agreement requires the prior written consent of Company A. Such consent may be withheld at Company A's sole discretion.

C. Third Party Agreements: Before disclosing any Confidential Information to authorized third parties as permitted under this Agreement, Supplier B shall ensure that such third parties have signed confidentiality agreements that bind them to obligations no less restrictive than those in this Agreement, with respect to the Confidential Information.

IV. Protection and Security

A. Security Measures: Supplier B agrees to implement and maintain reasonable security measures to protect Confidential Information from unauthorized access, use, alteration, or disclosure. These measures shall include, but not be limited to, physical security measures, secure data storage solutions, and employee training on the importance of confidentiality.

B. Immediate Notification: In the event of any unauthorized use or disclosure of Confidential Information, or any breach of this Agreement by Supplier B or its representatives, Supplier B shall immediately notify Company A and cooperate with Company A in every reasonable way to regain possession of the Confidential Information and prevent its further unauthorized use.

C. Data Breach Procedures: Supplier B shall have in place procedures for responding to any unauthorized access to or disclosure of Confidential Information, including immediate notification to Company A, investigation of the breach, and reasonable efforts to mitigate the effects of the breach.

D. Compliance with Laws: Supplier B shall comply with all applicable laws and regulations in the jurisdiction in which it operates regarding the protection of Confidential Information, including data protection regulations that may require specific measures or notifications in the event of a data breach.

V. Duration of the Confidentiality Obligation

A. Term of Agreement: The confidentiality obligations set forth in this Agreement shall commence on the date of this Agreement and shall continue to be in effect for a period of 5 years following the termination or expiration of this Agreement, unless otherwise agreed in writing by both parties.

B. Continuing Obligation: Notwithstanding the termination of this Agreement, Supplier B's obligation to protect the confidentiality of the Confidential Information received from Company A shall continue until such Confidential Information no longer qualifies as confidential or until Company A releases Supplier B from this obligation in writing.

VI. Return or Destruction of Confidential Information

A. Obligation to Return or Destroy: Upon the termination or expiration of this Agreement, or upon Company A's request at any time, Supplier B shall promptly return all Confidential Information, including all copies, notes, or other materials containing Confidential Information, to Company A within 30 days. Alternatively, if instructed by Company A, Supplier B shall destroy such materials and certify in writing to Company A that such destruction has been completed.

B. Exceptions for Legal Compliance: Notwithstanding the above, Supplier B may retain copies of the Confidential Information to the extent required by applicable law or for audit purposes. Any Confidential Information retained under this provision will continue to be subject to the confidentiality obligations of this Agreement.

C. Destruction Procedures: If destruction of Confidential Information is requested, Supplier B must ensure that the destruction is carried out in a manner that prevents any future retrieval or reconstruction of the information. A written certification of destruction, detailing the method of destruction and the date on which it occurred, must be provided to Company A upon completion.

VII. Breach of Agreement

A. Notification of Breach: In the event of a breach of this Agreement by Supplier B, Supplier B shall immediately notify Company A upon discovery of such breach and shall provide all reasonable assistance to Company A in mitigating the effects of the breach.

B. Remedies: Upon any breach of this Agreement by Supplier B, Company A shall have the right to seek all available legal remedies, including but not limited to injunctive relief, to enforce the terms of this Agreement and to protect its Confidential Information. Furthermore, Supplier B acknowledges that any breach of this Agreement may cause Company A irreparable harm for which damages alone may not be an adequate remedy.

C. Indemnification: Supplier B agrees to indemnify and hold harmless Company A from any loss, damage, or expense, including reasonable attorneys' fees, arising out of or in connection with Supplier B's breach of this Agreement.

VIII. Miscellaneous Provisions

A. Entire Agreement: This Agreement constitutes the entire agreement between Company A and Supplier B regarding the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

B. Amendment: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

C. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of laws principles.

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

E. Assignment: Supplier B may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Company A.

F. Notices: All notices under this Agreement must be in writing and shall be deemed given when personally delivered, sent by certified or registered mail, or by overnight courier, to the address specified in this Agreement.

Signatures

This Agreement is entered into and becomes effective as of [Insert Date] by and between Company A and Supplier B. By their signatures below, the parties agree to adhere to and be bound by the conditions and terms set forth in this Agreement.

Company A

[Name]

[Position]

[Date]

Supplier B

[Name]

[Position]

[Date]

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