Supplier Non Disclosure Agreement Sample

If you are a business owner or entrepreneur, you may have to deal with a supplier non-disclosure agreement (NDA) at some point. This legal contract is used to protect sensitive information that may be shared with a supplier or vendor.

A supplier NDA is a legally binding agreement that obligates the supplier to keep all confidential information private and confidential. This type of agreement typically includes provisions to ensure that the supplier will not disclose information about your product, manufacturing processes, customer data, or any other proprietary information. The NDA may also require the supplier to protect the information from unauthorized access, destruction, or disclosure.

If you need help drafting a supplier NDA, there are many templates available online that you can use as a starting point. However, it`s important to ensure that the NDA you use is tailored to your specific needs and that it meets all legal and regulatory requirements.

To get you started, here is a sample supplier NDA that you can use as a guide:


This Agreement (the “Agreement”) is made and entered into on [date] by and between [supplier name], a [state] corporation with a principal place of business at [supplier address] (“Supplier”), and [company name], a [state] corporation with a principal place of business at [company address] (“Recipient”).

WHEREAS, Supplier may be exposed to certain confidential and proprietary information of Recipient in connection with the performance of its obligations under a certain agreement between the parties (the “Agreement”); and

WHEREAS, Recipient wishes to protect such confidential information and proprietary information from disclosure and unauthorized use;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any and all information, whether in written, oral, or electronic form, that is marked as confidential or proprietary, or that a reasonable person would understand to be confidential or proprietary, including, without limitation, business plans, financial information, customer lists, trade secrets, and all other information designated as confidential.

2. Use and Disclosure. Supplier agrees to use all Confidential Information solely for the purpose of performing its obligations under the Agreement and to disclose such information only to its employees and contractors who have a need to know such information for the purpose of performing their duties under the Agreement. Supplier agrees not to disclose such information to any third party without the prior written consent of Recipient.

3. Protection of Confidential Information. Supplier agrees to take all reasonable measures to protect the Confidential Information, including, without limitation, implementing physical, administrative, and technical safeguards to prevent unauthorized access, destruction, or disclosure of the Confidential Information.

4. Return or Destruction of Confidential Information. Upon termination or expiration of the Agreement, or at the request of Recipient, Supplier shall promptly return to Recipient all Confidential Information in its possession or control, or, if Recipient requests, destroy all such information and provide written certification of its destruction.

5. Term and Termination. This Agreement shall remain in effect until the termination or expiration of the Agreement or until the Confidential Information is no longer confidential. Either party may terminate this Agreement at any time upon written notice to the other party.

6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [state].

7. Entire Agreement. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, and agreements between them.

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

[Supplier Name]

By: ________________________

Name: ______________________

Title: _______________________

[Company Name]

By: ________________________

Name: ______________________

Title: _______________________

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