Q: Is it possible to create an NDA and supplier agreement with an international supplier that is enforceable in the US?
One of my major vendors based in Asia is asking for customer information and invoices in order to keep giving me Distribution price.
A: Yes, of course, a contract formation attorney can draft you such an agreement. IMO the real question is why do they want your customer information and invoices? And a probable answer is that they want to go around you and deal direct with your clients. Steal your clients from you. And once that happens, you have a real problem on your hands in litigating against them and in collecting on a judgment that you might receive.
Justia disclaimers below, incorporated herein.
A: A breach of an NDA can lead to litigation. In Five Star Gourmet Foods, Inc. v. Fresh Express, Inc. 2020 WL 513287, Five Star sued Fresh Express for fraud, misappropriation of trade secrets, unfair competition and other claims based, in part, on alleged breaches of various NDA's. Five Star claimed Defendants obtained confidential information by breaching the various NDA's. Then, Defendants used Plaintiff's confidential information to steal trade secrets and customers. The federal court largely allowed the suit to proceed, striking only a few portions of the case at the pleading stage.
I very much agree with Mr. Mandell's warning about disclosing customers names and information.
If necessary, you might provide the information in generic form. For example, "Customer 123 generates $100,000 per year in sales, and is an average of 50 days past due." The bottom line is that information is power, and you have risked a lot to get bona fide marketplace information. I'd be careful about disclosing an asset without something serious in return.
Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.
The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.
Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.