Supplier Non-Disclosure Agreement Template (Page 2 of 3) in pdf

limit access to all Confidential Information to its employees who shall reasonably require access to the Confidential

Information for the purpose set forth above, (ii) shall insure that all such employees have signed a nondisclosure

agreement in content substantially similar to this Agreement, (iii) shall use the Confidential Information solely in

connection with the Purpose, and (iv) shall use due diligence to insure that all such persons comply with the

provisions of this Agreement. Recipient shall be liable for any breach of this Agreement by its employees or

representatives.

Court Orders.

Nothing contained in this Agreement shall restrict Recipient from disclosing Confidential Information that

is required to be disclosed under any subpoena or court order provided that the Recipient provides Sanmina with

prompt notice so that Sanmina may, at its expense, seek a protective order or take other appropriate measures.

No Further Rights or Duties Implied.

Sanmina does not warrant that the Confidential Information it discloses, either by itself or when combined

with other information or when used in a particular manner, will be sufficient or suitable for the Recipient’s

purposes. The Confidential Information is provided “AS IS” with all faults. Sanmina shall not be liable for the

accuracy or completeness of the Confidential Information.

Nothing contained herein shall grant a license under any patent or other intellectual property right, nor shall

this Agreement or any transmission of information constitute any representation or warranty to the Recipient with

respect to infringement of any intellectual property rights of others.

Sanmina has no obligation under this Agreement to purchase any item or service from the Recipient.

Return of Confidential Information.

Within ten (10) days after any written request by Sanmina, the Recipient shall promptly return all copies of

the Confidential Information except copies required for backup, disaster recovery, or business continuity and in such

case the obligations hereunder shall survive until such copies are destroyed.

Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of California,

without regard to its conflicts of law principles. The parties agree that the state courts of Santa Clara County,

California and the federal courts located in the Northern District of the State of California shall have exclusive

jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this Agreement. The

parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection

it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine.

10.

Remedies.

Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect Sanmina and

Sanmina’s business, and expressly agrees that monetary damages will be inadequate to compensate Sanmina for any

breach by either party of any covenants and agreements set forth herein. Accordingly, Recipient agrees and

acknowledges that any such violation or threatened violation will cause irreparable injury to Sanmina and that, in

addition to any other remedies that may be available, in law, in equity or otherwise, Sanmina will be entitled to seek

injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the

necessity of proving actual damages and without the necessity of posting bond.

11.

Export Restrictions.

NDA Rev. 3-14-14

Form NDA-3 (Supplier)

Supplier Non-Disclosure Agreement Template Page 2