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Supplier Non Disclosure Agreement

Supplier Non Disclosure Agreement Template for New Zealand

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Key Requirements PROMPT example:

Supplier Non Disclosure Agreement

"I need a Supplier Non Disclosure Agreement under New Zealand law for a technology supplier who will be accessing our customer database and proprietary software code during a system upgrade planned for March 2025."

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Document background
This Supplier Non Disclosure Agreement is essential for businesses operating in New Zealand that need to share sensitive information with their suppliers while maintaining confidentiality and legal protection. The document is typically used when engaging new suppliers or contractors who will have access to proprietary information, trade secrets, customer data, or other confidential business information. It ensures compliance with New Zealand legal requirements, including the Contract and Commercial Law Act 2017 and Privacy Act 2020, while providing clear obligations and remedies for breach. The agreement is particularly crucial in situations where suppliers need access to sensitive business information for providing goods or services, developing products, or maintaining systems.
Suggested Sections

1. Parties: Identifies and provides full legal details of the disclosing party (typically the company) and the receiving party (the supplier)

2. Background: Explains the context of the relationship and why confidential information needs to be shared

3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including non-use, non-disclosure, and security measures

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors

7. Security Measures: Specific measures required to protect confidential information

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Term and Termination: Duration of the agreement and termination provisions

10. Breach and Remedies: Consequences of breach and available remedies

11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Intellectual Property Rights: Additional provisions specifically protecting IP rights - used when confidential information includes significant IP

2. Data Protection Compliance: Specific provisions for compliance with privacy laws - used when personal data is involved

3. Non-Solicitation: Prevents poaching of employees/clients - used in cases with significant human resource exposure

4. Competing Products: Restrictions on developing competing products - used when sharing product development information

5. Export Control: Compliance with export control laws - used when dealing with international suppliers or controlled technologies

6. Insurance Requirements: Specific insurance obligations - used for high-risk or regulated industries

7. Audit Rights: Right to audit compliance - used for highly sensitive information or regulated industries

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives/employees

5. Appendix B - Data Handling Procedures: Detailed procedures for handling, storing, and disposing of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





























Clauses

























Relevant Industries

Technology

Manufacturing

Healthcare

Professional Services

Financial Services

Retail

Construction

Energy

Telecommunications

Agriculture

Mining

Education

Research and Development

Biotechnology

Defense

Transportation and Logistics

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Information Technology

Finance

Risk and Compliance

Research and Development

Commercial

Information Security

Executive Leadership

Relevant Roles

Procurement Manager

Legal Counsel

Supply Chain Director

Vendor Management Specialist

Contract Manager

Chief Financial Officer

Chief Technology Officer

Operations Manager

Project Manager

Risk Management Officer

Compliance Officer

Business Development Manager

Commercial Director

Chief Executive Officer

Information Security Manager

Research and Development Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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