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Confidentiality & Non-Disclosure Agreement

Sankofa Collective - Vendor Confidentiality Policy

POLICY OVERVIEW

This Confidentiality Policy governs the protection and use of confidential and proprietary information exchanged between Sankofa Collective and its vendor partners. Both parties recognize that during the course of the partnership, each may have access to sensitive business information that must be protected.

This policy is effective upon execution of the Vendor Partnership Agreement and remains in effect during the partnership and for 3 years after termination.

 

SECTION 1: DEFINITIONS

1.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by observation, including but not limited to:

Business Information:

  • Business plans, strategies, and forecasts
  • Financial information (pricing, costs, profits, margins)
  • Customer lists, customer data, and sales information
  • Marketing plans, strategies, and analytics
  • Vendor lists and supplier information
  • Distribution channels and logistics information
  • Business models and operational procedures

Product Information:

  • Product formulations and ingredients (proprietary recipes)
  • Manufacturing processes and techniques
  • Product specifications and technical data
  • Quality control procedures
  • Product development plans and roadmaps
  • Pricing strategies and discount structures

Technology & Systems:

  • Software, databases, and technology systems
  • Website analytics and performance data
  • E-commerce platform configurations
  • Inventory management systems
  • Algorithms and proprietary methodologies

Personnel & Operations:

  • Employee information and organizational structure
  • Compensation structures
  • Training materials and procedures
  • Internal policies and procedures

Legal & Contractual:

  • Terms of agreements with other vendors or partners
  • Legal strategies and attorney communications
  • Intellectual property not yet publicly disclosed
  • Trade secrets

1.2 Exceptions - Non-Confidential Information

Information is NOT considered confidential if it:

  • Was publicly available at the time of disclosure or becomes publicly available through no breach of this agreement
  • Was rightfully in the Receiving Party's possession before disclosure (with proof)
  • Is independently developed by Receiving Party without use of Confidential Information (with proof)
  • Is lawfully obtained from a third party with no confidentiality obligation
  • Is required to be disclosed by law, court order, or government regulation (with notice to Disclosing Party)

 

SECTION 2: OBLIGATIONS OF RECEIVING PARTY

2.1 Non-Disclosure

The Receiving Party agrees to:

  • NOT disclose Confidential Information to any third party without prior written consent of Disclosing Party
  • NOT use Confidential Information for any purpose other than fulfilling obligations under the Vendor Partnership Agreement
  • Protect Confidential Information with same degree of care used to protect its own confidential information (minimum: reasonable care)
  • Limit access to Confidential Information to employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations

2.2 Permitted Disclosures

Receiving Party may disclose Confidential Information to:

  • Its employees who need to know for partnership purposes
  • Its accountants, attorneys, or advisors (who are bound by professional confidentiality)
  • Third-party service providers (e.g., 3PL warehouse, fulfillment partners) ONLY with:
    • Prior written notice to Disclosing Party
    • Written confidentiality agreement signed by third party
    • Limited disclosure (only what is necessary)

2.3 Required Disclosures

If Receiving Party is required by law to disclose Confidential Information:

  • Provide Disclosing Party with immediate written notice (within 24 hours if possible)
  • Allow Disclosing Party opportunity to seek protective order or other remedy
  • Cooperate with Disclosing Party's efforts to limit disclosure
  • Disclose only the minimum information required by law
  • Request confidential treatment of disclosed information

 

SECTION 3: SPECIFIC CONFIDENTIALITY OBLIGATIONS

3.1 Vendor's Obligations Regarding Sankofa Information

Vendors must keep confidential:

Customer Information:

  • Customer names, addresses, email addresses, phone numbers
  • Customer purchase history and preferences
  • Customer payment information
  • Any personally identifiable information (PII)

Business Operations:

  • Sankofa's other vendor partners and terms of those agreements
  • Sankofa's pricing to customers (retail prices)
  • Sankofa's sales volume and revenue
  • Sankofa's marketing strategies and campaigns
  • Sankofa's business plans and expansion strategies

Proprietary Systems:

  • Sankofa's curation methodology and ingredient analysis process
  • Sankofa's vendor scorecard and performance metrics
  • Sankofa's technology platforms and systems
  • Sankofa's operational procedures

Vendor must NOT:

  • Share customer information with anyone (including for vendor's own marketing)
  • Disclose sales data or revenue information publicly
  • Contact Sankofa's customers directly without written permission
  • Use Sankofa's business information to benefit competing businesses
  • Disclose terms of partnership agreement to other Sankofa vendors

3.2 Sankofa's Obligations Regarding Vendor Information

Sankofa must keep confidential:

Product Formulations:

  • Proprietary ingredient formulations and recipes
  • Manufacturing processes and techniques
  • Supplier sources and ingredient sourcing information
  • Trade secrets related to product development

Business Information:

  • Vendor's financial information (costs, profits, other customers)
  • Vendor's other distribution channels and retail partners
  • Vendor's sales volume to Sankofa (not disclosed to competitors)
  • Vendor's business plans and expansion strategies
  • Vendor's pricing to other customers

Sankofa must NOT:

  • Share vendor's formulations with other vendors or third parties
  • Disclose vendor's proprietary processes publicly
  • Use vendor's trade secrets to develop competing products
  • Share vendor's customer lists or business contacts
  • Disclose terms of partnership agreement to other vendors (except aggregate/anonymized data)

 

SECTION 4: HANDLING OF CONFIDENTIAL INFORMATION

4.1 Physical Security

For physical documents:

  • Store in locked, secure location
  • Limit access to authorized personnel only
  • Return or destroy upon request or termination
  • Do not leave unattended in public areas

4.2 Electronic Security

For electronic information:

  • Store on secure, password-protected systems
  • Use encryption for sensitive data transmission
  • Limit access with user permissions and authentication
  • Do not send via unsecured email (use secure file sharing)
  • Implement cybersecurity measures (firewalls, anti-virus, etc.)
  • Regularly backup with secure storage

4.3 Marking Confidential Information

Disclosing Party should:

  • Clearly mark documents as "Confidential" or "Proprietary"
  • For oral disclosures: Confirm in writing within 10 business days that information is confidential
  • For unmarked information: Receiving Party should treat as confidential if reasonable person would consider it sensitive

If information is NOT marked confidential:

  • Receiving Party should inquire before assuming it's public
  • Use good judgment and err on side of caution
  • Treat business/financial information as confidential by default

 

SECTION 5: PROHIBITION ON COMPETITIVE USE

5.1 Non-Compete During Partnership

While partnership is active:

Vendors agree NOT to:

  • Use Sankofa's confidential information to develop competing marketplace platforms
  • Share Sankofa's business model or strategies with competing retailers
  • Use Sankofa's customer data for direct marketing without permission

Sankofa agrees NOT to:

  • Use vendor's formulations to create private-label competing products
  • Share vendor's trade secrets with other vendors to replicate products
  • Use vendor's supplier sources to bypass vendor and source directly

5.2 Post-Termination Restrictions

For 3 years after partnership termination:

Both parties agree to:

  • Continue to protect Confidential Information received during partnership
  • NOT use Confidential Information for competitive purposes
  • NOT disclose Confidential Information to third parties
  • Return or destroy Confidential Information (see Section 6)

Exception: Information that has become public through no breach may be used

 

SECTION 6: RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

6.1 Upon Termination

Within 30 days of partnership termination, Receiving Party must:

Option 1 - Return:

  • Return all physical documents containing Confidential Information
  • Permanently delete all electronic files containing Confidential Information
  • Provide written certification of deletion

Option 2 - Destruction:

  • Destroy all physical documents (shredding, burning, pulping)
  • Permanently delete all electronic files (secure deletion, not just "trash")
  • Provide written certification of destruction

6.2 Exceptions to Return/Destruction

Receiving Party may retain:

  • One copy in legal/compliance files (for recordkeeping and potential disputes)
  • Copies required by law or regulation
  • Information embedded in backup systems (provided it's not accessible for normal business use)

Retained information remains subject to confidentiality obligations.

6.3 Certification

Within 30 days of termination, Receiving Party provides written statement:

  • Confirming all Confidential Information returned or destroyed
  • Listing any exceptions (legal holds, backup systems, compliance copies)
  • Affirming ongoing confidentiality obligations

 

SECTION 7: INTELLECTUAL PROPERTY OWNERSHIP

7.1 No Transfer of Ownership

This agreement does NOT transfer ownership of any intellectual property.

Vendor retains ownership of:

  • Product formulations and recipes
  • Manufacturing processes
  • Trade secrets and proprietary methods
  • Trademarks, logos, brand names
  • Patents, copyrights, and other IP rights

Sankofa retains ownership of:

  • Curation methodology and ingredient analysis process
  • Technology platforms and systems
  • Marketing content created by Sankofa (photos, copy, campaigns)
  • Business models and operational procedures
  • Sankofa trademarks and branding

7.2 No License Granted

Disclosure of Confidential Information does NOT grant:

  • License to use intellectual property
  • Right to manufacture or sell products
  • Right to use trademarks or branding
  • Right to practice patented processes

All licenses must be granted separately in writing.

 

SECTION 8: REMEDIES FOR BREACH

8.1 Acknowledgment of Harm

Both parties acknowledge that:

  • Breach of confidentiality may cause irreparable harm
  • Monetary damages may be inadequate remedy
  • Disclosing Party entitled to seek injunctive relief (court order to stop disclosure)
  • Injunctive relief does not preclude other remedies (damages, termination, etc.)

8.2 Available Remedies

If Receiving Party breaches confidentiality, Disclosing Party may:

  • Seek immediate injunction (court order to stop disclosure and prevent future breaches)
  • Terminate partnership immediately (per Termination Policy)
  • Seek monetary damages (actual damages, lost profits, unjust enrichment)
  • Seek attorneys' fees and costs
  • Report to regulatory authorities (if applicable)

8.3 Notification of Breach

If Receiving Party becomes aware of breach or potential breach:

  • Notify Disclosing Party immediately (within 24 hours)
  • Provide details of breach (what was disclosed, to whom, when, how)
  • Take immediate action to mitigate harm (retrieve information, stop further disclosure)
  • Cooperate fully with Disclosing Party's efforts to remedy breach
  • Implement corrective measures to prevent future breaches

 

SECTION 9: EMPLOYEE & CONTRACTOR OBLIGATIONS

9.1 Employee Training

Each party must:

  • Train employees on confidentiality obligations
  • Limit access to Confidential Information on need-to-know basis
  • Obtain signed confidentiality agreements from employees with access
  • Monitor and enforce confidentiality policies

9.2 Departing Employees

When employee with access to Confidential Information leaves:

  • Remind employee of ongoing confidentiality obligations
  • Retrieve all documents and devices containing Confidential Information
  • Disable access to electronic systems
  • Notify other party if employee joins competitor (potential risk)

9.3 Contractors & Third Parties

Before disclosing Confidential Information to contractor or third party:

  • Obtain signed confidentiality agreement (as strict as this policy)
  • Provide notice to other party (vendor or Sankofa)
  • Limit disclosure to minimum necessary
  • Monitor third party's compliance

Each party remains liable for breaches by its employees, contractors, and agents.

 

SECTION 10: DURATION OF OBLIGATIONS

10.1 Term

Confidentiality obligations begin upon execution of Vendor Partnership Agreement and continue:

  • During entire partnership (regardless of renewals or amendments)
  • For 3 years after termination of partnership

10.2 Trade Secrets

For information that qualifies as "trade secret" under applicable law:

  • Confidentiality obligations continue indefinitely (no expiration)
  • Until information no longer qualifies as trade secret (becomes public, etc.)

Examples of potential trade secrets:

  • Vendor's proprietary product formulations
  • Vendor's unique manufacturing processes
  • Sankofa's curation methodology and scoring system

10.3 Survival

Confidentiality obligations survive:

  • Expiration of partnership agreement
  • Termination of partnership (voluntary or for cause)
  • Bankruptcy or dissolution of either party

 

SECTION 11: GOVERNMENT DISCLOSURES & REGULATORY COMPLIANCE

11.1 FDA & Regulatory Inquiries

If government agency (FDA, FTC, etc.) requests Confidential Information:

  • Notify other party within 24 hours (unless legally prohibited)
  • Cooperate with other party to limit scope of disclosure
  • Request confidential treatment from agency
  • Provide only information required by law
  • Obtain written acknowledgment from agency of confidentiality (if possible)

11.2 Litigation & Subpoenas

If subpoenaed or ordered to produce Confidential Information:

  • Immediately notify other party (within 24 hours)
  • Allow other party to seek protective order or intervene
  • Assist other party in efforts to maintain confidentiality
  • Comply with court order but disclose only what is required
  • Request in camera review (judge reviews documents privately)

 

SECTION 12: PUBLICITY & PUBLIC STATEMENTS

12.1 Partnership Disclosure

Each party may publicly disclose:

  • Existence of partnership (Sankofa carries Vendor's products; Vendor sells through Sankofa)
  • General nature of relationship (vendor/retailer partnership)
  • Vendor's products available on Sankofa platform

Each party must obtain written approval before:

  • Issuing press release mentioning other party
  • Making specific claims about partnership (volume, revenue, exclusivity, etc.)
  • Using other party's name in advertising or promotional materials beyond standard disclosure

12.2 Confidential Terms

The following are confidential and may NOT be disclosed:

  • Specific terms of partnership agreement (wholesale discounts, minimum orders, payment terms)
  • Financial terms (how much Sankofa pays vendor, how much vendor earns from Sankofa)
  • Performance metrics (sales volume, return rates, customer satisfaction scores)
  • Strategic plans and future commitments

Exception: May be disclosed to attorneys, accountants, lenders with confidentiality obligations

 

SECTION 13: AMENDMENTS & WAIVERS

13.1 Amendments

This Confidentiality Policy may only be amended by:

  • Written agreement signed by authorized representatives of both parties
  • 30 days written notice for non-material changes (e.g., contact information updates)

Verbal amendments are not valid.

13.2 Waivers

Waiver of any breach does not waive:

  • Future breaches of same or different provisions
  • Right to enforce provision in the future

All waivers must be in writing and signed.

13.3 Severability

If any provision is found invalid or unenforceable:

  • Remaining provisions remain in full effect
  • Invalid provision modified to minimum extent necessary to make enforceable
  • If modification not possible, provision severed

 

SECTION 14: GOVERNING LAW & JURISDICTION

Governing Law:

  • This policy governed by laws of District of Columbia
  • Excluding conflict of law provisions

Jurisdiction:

  • For breach of confidentiality: Either party may seek injunction in any court of competent jurisdiction
  • For other disputes: Per Dispute Resolution Policy (sankofacollective.net/dispute-resolution)

Venue:

  • District of Columbia Superior Court or U.S. District Court for D.C.
  • Or any court with jurisdiction over Receiving Party (for injunctive relief)

 

SECTION 15: CONTACT INFORMATION

For confidentiality questions or concerns:

To report suspected breach:

For legal questions:

 

Last Updated: January 2026

Effective Date: Upon execution of Vendor Partnership Agreement