Alabama investor nda template

Alabama Investor Non-Disclosure Agreement

This Alabama Investor Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this [Date] by and between:

[Disclosing Company Legal Name], a [State] [Entity Type, e.g., corporation], with its principal place of business at [Disclosing Company Address], hereinafter referred to as "Disclosing Party,"

and

[Investor Legal Name], an [Individual/Entity/Fund], residing or with its principal place of business at [Investor Address], and contacted at [Investor Contact Details], hereinafter referred to as "Receiving Party."

WHEREAS, Disclosing Party possesses certain confidential information relating to its business; and

WHEREAS, Disclosing Party desires to disclose such confidential information to Receiving Party for the purpose of evaluating a potential investment or other business transaction (the “Purpose”); and

WHEREAS, Receiving Party is willing to receive such confidential information from Disclosing Party subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including, but not limited to: business plans, financial statements, investor presentations, internal projections, valuation data, legal documents, intellectual property, proprietary technology, customer and vendor lists, meeting minutes, capital structure, term sheets, pitch decks, and unpublished market strategies.

Option B: "Confidential Information" includes, without limitation: [Specific List of Documents and Information]. Information disclosed orally shall only constitute Confidential Information if confirmed in writing by Disclosing Party within thirty (30) days after such oral disclosure.

Exceptions to Confidentiality

Option A: The obligations of confidentiality under this Agreement shall not apply to any information that:

• is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its Representatives in violation of this Agreement;
• was already lawfully in Receiving Party’s possession prior to disclosure by Disclosing Party, as evidenced by Receiving Party’s written records;
• is lawfully obtained by Receiving Party from a third party who is not bound by any obligation of confidentiality to Disclosing Party; or
• is required to be disclosed by law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement (if legally permissible) and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

Option B: Disclosure compelled by legal process shall be subject to [Specific Notice Requirements and Cooperation Obligations] unless prohibited by law or court order.

Use of Confidential Information

Option A: Receiving Party agrees to use the Confidential Information solely for the Purpose of evaluating a potential investment in or business transaction with Disclosing Party. Receiving Party shall not use the Confidential Information for any other purpose, including, without limitation, for competitive purposes or for the benefit of any party other than Disclosing Party.

Option B: Receiving Party may use the Confidential Information solely for [Limited Permitted Uses] and shall not use it to [Specifically Prohibited Uses].

Duty of Care

Option A: Receiving Party agrees to protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than a reasonable degree of care. Receiving Party shall restrict access to the Confidential Information to its employees, agents, and representatives who have a need to know such information for the Purpose and who are bound by written obligations of confidentiality no less restrictive than those contained herein.

Option B: Receiving Party will implement and maintain [Specific Security Measures] to protect the Confidential Information.

Disclosure to Representatives

Option A: Receiving Party may disclose the Confidential Information to its advisors, representatives, and affiliates (collectively, "Representatives") who have a need to know such information for the Purpose, provided that such Representatives are bound by written obligations of confidentiality no less restrictive than those contained herein. Receiving Party shall be liable for any breach of this Agreement by its Representatives.

Option B: Receiving Party must obtain prior written consent from Disclosing Party before disclosing Confidential Information to [Specific Third Parties].

Term

Option A: The obligations of confidentiality under this Agreement shall continue for a period of three (3) years from the date of disclosure of the Confidential Information, or until such information enters the public domain, whichever occurs first.

Option B: The obligations regarding trade secrets under this Agreement shall continue for as long as such information qualifies as a trade secret under the Alabama Trade Secret Act (Ala. Code § 8-27-1 et seq.).

Return of Information

Option A: Upon Disclosing Party’s written request or upon termination of negotiations related to the Purpose, Receiving Party shall promptly return to Disclosing Party all tangible embodiments of the Confidential Information, including all copies thereof, or, at Disclosing Party’s option, destroy such materials and certify such destruction in writing to Disclosing Party. Receiving Party shall also delete all Confidential Information from its computer systems and other electronic devices, wherever practicable.

Option B: Receiving Party may retain a copy of the Confidential Information for archival purposes only, subject to ongoing confidentiality obligations, if required by [Specific Legal or Regulatory Requirements].

Notice of Unauthorized Disclosure

Option A: Receiving Party shall immediately notify Disclosing Party in writing upon becoming aware of any unauthorized use or disclosure of the Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in any effort to prevent or remedy such unauthorized use or disclosure.

Option B: Notice must include [Specific Details Required in the Notice] and Receiving Party will bear responsibility for [Specific Remediation Measures].

Remedies

Option A: Receiving Party acknowledges that unauthorized use or disclosure of the Confidential Information may cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to injunctive relief, without the necessity of posting a bond, to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, including recovery of direct and incidental damages and reasonable attorneys' fees and costs.

Option B: Disclosing Party's remedies shall be limited to [Specific Limitations on Remedies] subject to Alabama law.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Alabama], followed by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City, Alabama].

Option B: Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of [County, Alabama].

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of law principles.

Authority

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Receiving Party acknowledges that it is aware of the potential insider trading or securities regulation implications of possessing the Confidential Information and agrees to comply with all applicable laws and regulations.

Data Security and Privacy

Option A: In the event that the Confidential Information includes Sensitive Personally Identifiable Information as defined under the Alabama Data Breach Notification Law (Ala. Code § 8-38-1 et seq.), Receiving Party shall comply with all applicable requirements of such law.

Option B: The Parties will comply with [Specific Data Security and Privacy Requirements] related to Alabama laws.

Integration Clause

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Amendment

This Agreement may be amended only by a written instrument signed by both parties.

Non-Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Disclosing Company Legal Name]

By: [Name]

Title: [Title]

[Investor Legal Name]

By: [Name]

Title (if applicable): [Title]

(Optional: Witness or Notary Acknowledgement)