Supplier Non-Disclosure Agreement Template printable pdf download

Supplier Non-Disclosure Agreement

This Nondisclosure Agreement (“Agreement”) is made and entered into as of this ____ day of __________

20__ (“Effective Date”) by and between Sanmina Corporation a Delaware corporation having a principal place of

business at 2700 N. First Street, San Jose, California 95134 and its subsidiaries and affiliates (collectively

“Sanmina”) and ____________________________ a __________________ company/corporation (“Recipient”)

having a principal place of business at _________________________________.

Purpose of Disclosure.

The purpose of this Agreement is to permit the parties to evaluate whether to enter into a business relationship and

related projects (the “Purpose”). In connection with such discussions, Sanmina may disclose Confidential Informa-

tion (defined below) to Recipient.

Confidential Information Defined.

“Confidential Information” shall mean and include (i) samples and prototypes, (ii) all information disclosed

in any form or medium (e.g., written, verbal, electronic, visual) which (a) has been identified by Sanmina as

“Confidential,” “Proprietary” or other appropriate legend indicating the confidential nature of the information or (b)

would reasonably be understood to be confidential. Confidential Information includes, but is not limited to,

information regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of materials,

processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to

designs of enclosures and printed circuit boards), formulae, computer programs, databases, methods of operation, sales

techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, and

any other business information relating to Sanmina, whether constituting a trade secret, proprietary information or

otherwise, which has value to Sanmina and is treated by Sanmina as being confidential.

Information That Is Not Confidential.

Information in the following categories shall not be considered Confidential Information under this

Agreement: (a) information which is in the public domain at the time of the receipt under this Agreement; (b)

information which comes into the public domain after receipt under this Agreement without a breach of this

Agreement by the Recipient; (c) information which the Recipient can show was in the Recipient’s possession before

the date of disclosure under this Agreement; (d) information that the Recipient can show was acquired by the

Recipient from a third party who was not known by the Recipient to be under an obligation of confidence to

Sanmina; and (e) information which the Recipient can show was independently developed by the Recipient without

reference to Sanmina’s Confidential Information.

Disclosure Period and Termination.

This Agreement controls Confidential Information which is disclosed from the Effective Date until terminated.

Recipient’s duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period

of three (3) years from the date of last disclosure. This Agreement may be terminated by either party upon thirty (30)

days written notice to the other party. The parties agree that Confidential Information constituting a trade secret shall

remain subject to the confidentiality obligations of this Agreement for so long as such Confidential Information qualifies

as a trade secret under applicable law.

Duty to Protect.

Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less

than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential

Information as the Recipient uses to protect its own Confidential Information of a similar nature. Recipient shall (i)

NDA Rev. 3-14-14

Form NDA-3 (Supplier)

Supplier Non-Disclosure Agreement Template