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The agreement defines confidential and proprietary non-public information, limits supplier access and use to performing the specified services, and restricts disclosure to authorized employees bound by written obligations. It sets standards of care to protect information, assigns responsibility for breaches and notification duties, and includes exceptions for public information, prior knowledge, lawful third-party sources, or legally required disclosure with advance notice where practical.",{"@graph":63,"@context":118},[64,80,101],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/psgt-agreement-nda-new-supplier-non-disclosure-template/307010/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/psgt-agreement-nda-new-supplier-non-disclosure-template/307010.png","ImageObject",442,249,{"name":88,"@type":89},"4398046744996","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-14","2026-09-19",true,{"@type":98,"interactionType":99,"userInteractionCount":47},"InteractionCounter",{"@type":100},"ViewAction",{"@type":102,"mainEntity":103},"FAQPage",[104,110,114],{"name":105,"@type":106,"acceptedAnswer":107},"What counts as “Confidential Information” under this NDA?","Question",{"text":108,"@type":109},"It includes confidential, proprietary, or non-public information of the disclosing party that is disclosed or made available in connection with the supplier’s services, whether written or oral. It can also include third-party information used under license by a disclosing party.","Answer",{"name":111,"@type":106,"acceptedAnswer":112},"How may the supplier use and disclose Confidential Information?",{"text":113,"@type":109},"The supplier may access and interact with the information only to the extent necessary to perform the services. It must not use, disclose, reproduce, transfer, or otherwise record the information except as expressly permitted, and it may only disclose it to employees who need it for service performance and have agreed in writing to be bound.",{"name":115,"@type":106,"acceptedAnswer":116},"What exceptions allow disclosure or use of Confidential Information?",{"text":117,"@type":109},"The restrictions do not apply to information that becomes public through no supplier fault, was known before receiving it through service performance, was lawfully obtained from third parties without confidentiality restrictions, or is required to be disclosed by law or governmental authority with advance notice and limited disclosure where required.","https://schema.org",{"og:url":78,"og:type":120,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":122,"canonical":78},"index,follow",{"doc_id":124,"site_id":56},307010,1790510302,{"code":4,"msg":5,"data":127},{"doc_id":124,"user_id":128,"nickname":88,"user_avatar":60,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":129,"file_id":130,"file_url":131,"file_type":132,"file_size":133,"view_count":47,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":47,"language":134,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":135,"faqs":136,"seo_title":137,"seo_description":61,"update_tm":138,"read_time":73},4398046744996,"PURCHASING & SUPPLY GROUP  \nNON-DISCLOSURE AGREEMENT  \nThis CONFIDENTIALITY AGREEMENT (the “Agreement”) is made effective as of the [●] day of [●], 201[●] by and between Cleary Gottlieb Steen & Hamilton LLP (“CGSH”), a limited liability partnership with registered offices at 2000 Pennsylvania Avenue, NW, Washington, DC 20006 (the “Premises”), and [●](the“Supplier”) with registered office at [●](each a“Party,”and, together, the “Parties”) . For the purposes of this Agreement, CGSH includes its wholly owned subsidiaries, as well as its affiliates, branches, and offices both in and outside the United States , and the Premises includes all offices of the foregoing.  \nIn consideration of CGSH hiring the Supplier to perform [●] services (the “Services”), including as may beset forth in an agreement between the Parties (the “Services Agreement”), and since the Supplier may be provided with or come into contact with confidential and proprietary information belonging to CGSH or its clients (each a“Disclosing Party”and together the “Disclosing Parties”) in connection with its provision of Services, the Supplier hereby agrees as follows:  \n1. SUPPLIER’S DUTY OF NON-DISCLOSURE  \nA. “Confidential Information”means all confidential, proprietary, or non-public information of the Disclosing Parties (however recorded or preserved) that is disclosed or made available, directly or indirectly, by CGSH or its respective employees, officers, representatives or advisors to the Supplier or its affiliates, representatives, employees or agents, relating to the business of such Disclosing Party or that otherwise by its nature would be reasonably understood as confidential, whether provided in written or oral form and in any manner whatsoever. Without limiting the foregoing, Confidential Information may include confidential or proprietary information owned by a third party and used under license by a Disclosing Party.  \nB. The Supplier agrees that it may only access and interact with any Confidential Information made available to it to the extent necessary for it to perform the Services. The Supplier further agrees that, as a recipient of Confidential Information: (i) except as expressly permitted by an applicable Services Agreement, it shall not, for any purpose, use, disclose, reproduce, transfer or reduce to writing or otherwise record the Confidential Information; (ii) it shall maintain in confidence the Confidential Information and shall, with respect to such Confidential Information, use the same degree of care and exercise reasonable efforts to protect such Confidential Information as it uses and exercises with respect to protecting its own similar confidential and/or proprietary information, but in all events no less than reasonable efforts and care; (iii) it shall only disclose Confidential Information to those of its or its affiliates’employees (a) to whom it is necessary to disclose such Confidential Information for performance of the Services,(b) to whom it has advised of the terms of this Agreement, and (c) who have agreed in writing to be bound by the terms of this Agreement; (iv) it shall cause the employees to whom the Confidential Information is disclosed pursuant to Section 1. B(iii) to comply with the terms of this Agreement, and it shall be responsible for such compliance and fully liable for any failure to comply; and (v) except as set forth in Section  \n1. B(iii) , it shall not disclose or in any way disseminate or make available any Confidential Information disclosed or otherwise made available to it or in its possession to any other party.  \nC. The Supplier shall be responsible for any breach of the terms of this Agreement by it and its  \naffiliates, and their respective representatives, employees and agents, and shall take all reasonable measures to prevent such parties from using, disclosing, reproducing, transferring, reducing to writing or otherwise recording the Confidential Information as prohibited by this Agreement. If it ","cbCairNB2XAXlHnJ","https://ap.wps.com/l/cbCairNB2XAXlHnJ","pdf",79796,"English","# Supplier’s Duty of Non-Disclosure\n## Confidential Information Definition\n## Authorized Use and Disclosure Restrictions\n## Liability, Notification, and Remedies\n## Exceptions to Non-Disclosure Obligations","[{\"question\":\"What counts as “Confidential Information” under this NDA?\",\"answer\":\"It includes confidential, proprietary, or non-public information of the disclosing party that is disclosed or made available in connection with the supplier’s services, whether written or oral. It can also include third-party information used under license by a disclosing party.\"},{\"question\":\"How may the supplier use and disclose Confidential Information?\",\"answer\":\"The supplier may access and interact with the information only to the extent necessary to perform the services. It must not use, disclose, reproduce, transfer, or otherwise record the information except as expressly permitted, and it may only disclose it to employees who need it for service performance and have agreed in writing to be bound.\"},{\"question\":\"What exceptions allow disclosure or use of Confidential Information?\",\"answer\":\"The restrictions do not apply to information that becomes public through no supplier fault, was known before receiving it through service performance, was lawfully obtained from third parties without confidentiality restrictions, or is required to be disclosed by law or governmental authority with advance notice and limited disclosure where required.\"}]","PSGT Agreement - NDA New Supplier Non Disclosure Template | PDF",1789843154]