Non-Disclosure Agreement for Suppliers
This Non-Disclosure Agreement ("Agreement") is made and entered into as of January 1, 2050, by and between [Your Company Name], a company organized and existing under the laws of Wisconsin, with its principal office located at [Your Company Address] ("Disclosing Party"), and BrandVibe, a supplier with its office located at Milwaukee, WI 53202, represented by Dell Stokes ("Receiving Party").
This Agreement outlines the conditions under which confidential information will be exchanged between the parties in relation to the supply of goods and services and ensures that such information remains protected.
I. Definition of Confidential Information
For this Agreement, "Confidential Information" includes, but is not limited to:
Product designs, specifications, and prototypes
Marketing strategies, pricing models, and sales data
Supplier contracts, procurement plans, and vendor information
Financial data, customer lists, and purchasing plans
Any other proprietary or sensitive information provided by the Disclosing Party in written, electronic, or oral form.
Confidential Information excludes information that:
Is publicly available without violation of this Agreement
Was already in the possession of the Receiving Party before disclosure
Was independently developed by the Receiving Party without reference to the Confidential Information
Is disclosed to the Receiving Party by a third party without breach of any confidentiality obligation
II. Confidentiality Obligations of the Receiving Party
1. Non-Disclosure
The Receiving Party agrees not to disclose the Confidential Information to any third parties without the prior written consent of the Disclosing Party, except as permitted under this Agreement.
2. Limited Use
The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or fulfilling the supply contract, and not for any other purpose, including for competitive or personal advantage.
3. Protection of Confidential Information
The Receiving Party shall take reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure. Such measures shall be no less than those the Receiving Party applies to its own confidential information.
III. Term of Confidentiality
The obligations set forth in this Agreement will remain in effect for a period of five (5) years following the date of disclosure of the Confidential Information, or until such time as the information no longer qualifies as confidential under this Agreement, whichever occurs first.
IV. Return or Destruction of Confidential Information
Upon termination of the business relationship or at the request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information in its possession, including copies, documents, and digital files, unless retention is required by law.
V. No Rights Granted
The Receiving Party acknowledges that nothing in this Agreement shall grant any rights, title, or interest in the Confidential Information. The Disclosing Party retains full ownership of its Confidential Information, including any intellectual property rights associated with it.
VI. Legal Compliance
If the Receiving Party is required to disclose Confidential Information pursuant to a legal obligation, including a court order, the Receiving Party shall promptly notify the Disclosing Party, giving it an opportunity to seek protective measures before disclosure.
VII. Remedies for Breach
The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party. In such an event, the Disclosing Party shall be entitled to seek injunctive relief and other remedies available under the law, in addition to any other remedies for breach.
VIII. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law principles. Any disputes arising from this Agreement shall be resolved in the courts of Wisconsin, to whose jurisdiction the parties hereby consent.
IX. Miscellaneous Provisions
1. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes any prior agreements or understandings.
2. Amendments
No amendment or modification of this Agreement shall be effective unless it is in writing and signed by both parties.
3. Severability
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will remain in full force and effect.
X. Signatures
By signing below, both parties acknowledge and agree to the terms outlined in this Non-Disclosure Agreement.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Procurement Officer
For the Receiving Party:
Name: Dell Stokes
Title: Supply Chain Manager
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