The Supplier Non Disclosure Agreement is essential when organizations need to share sensitive information with their suppliers for business purposes. This document, governed by U.S. federal and state laws, establishes clear guidelines for handling proprietary information, trade secrets, and confidential data. It defines the scope of protected information, sets forth security requirements, outlines permitted uses, and specifies remedies for unauthorized disclosure. The agreement is particularly crucial in supplier relationships where access to intellectual property, business strategies, or sensitive operational data is required.
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1. Parties: Identification of the disclosing party (supplier) and receiving party, including legal entity details
2. Background: Context of the relationship and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Term and Termination: Duration of the agreement and termination provisions
6. Return of Information: Obligations regarding return or destruction of confidential information
1. Permitted Disclosures: Specific circumstances where disclosure is allowed, used when certain disclosures need to be pre-authorized
2. Data Protection: Specific provisions for personal data handling, used when personal data is involved
3. Export Control: Provisions for international data transfer, used when information may cross borders
1. Description of Confidential Information: Detailed list or categories of confidential information covered
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Requirements: Specific security measures required for information protection
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