Alaska investor nda template

Alaska Investor NDA

This Alaska Investor Non-Disclosure Agreement ("Agreement") is made and effective as of [Date], by and between:

[Disclosing Party Name], a [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"), and

[Investor Name], a [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Investor Address] ("Investor").

WHEREAS, Disclosing Party possesses certain confidential and proprietary information; and

WHEREAS, Investor desires to review such information for the purpose of [Purpose of Disclosure, e.g., evaluating a potential investment opportunity, conducting due diligence] related to [Specific Transaction or Venture].

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

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Disclosing Party to Investor, whether orally, in writing, electronically, visually, or in any other tangible form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Business plans
• Financial statements
• Investment memoranda
• Proprietary business models
• Client and supplier data
• Research data (including mineral, oil and gas exploration data where applicable)
• Project negotiations and proposals
• Regulatory filings
• Non-public contracts
• Technical blueprints
• Trade secrets
• Market analyses
• Intellectual property
• Partnership structures.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Option A: Is or becomes generally available to the public other than as a result of disclosure by Investor or its Representatives in violation of this Agreement.
• Option B: Was known to Investor prior to its disclosure by Disclosing Party, as evidenced by Investor's contemporaneous records.
• Option C: Is independently developed by Investor without use of or reference to the Disclosing Party's Confidential Information, as evidenced by Investor's contemporaneous records.
• Option D: Is required to be disclosed by law, regulation, or court order, provided that Investor provides Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

3. Use of Confidential Information

• Investor shall use the Confidential Information solely for the purpose of [State Specific Purpose, e.g., evaluating a potential investment].
• Investor shall not use the Confidential Information for any other purpose, including, but not limited to, competing with Disclosing Party, or for Investor’s own or a third party’s benefit.
• Investor shall not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party.

4. Limited Disclosure

• Investor may disclose Confidential Information to its affiliates, employees, partners, and professional advisors (e.g., lawyers, accountants, consultants) (collectively, "Representatives") who have a need to know such information for the Purpose.
• Prior to disclosing Confidential Information to any Representative, Investor shall ensure that such Representative is bound by a written agreement containing confidentiality terms at least as restrictive as those contained herein. Investor shall be responsible for any breach of this Agreement by its Representatives.

5. Protective Measures

• Investor shall protect the Confidential Information from unauthorized disclosure by using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• This includes, but is not limited to:
  • Maintaining physical security of documents
  • Controlling access to electronic data
  • Using appropriate data encryption
  • Securing communication methods.

6. Term and Termination

• The term of this Agreement shall commence on the Effective Date and continue for a period of [Number] years.
• The confidentiality obligations hereunder shall survive termination of this Agreement for a period of [Number] years, except for trade secrets which shall be protected perpetually, in accordance with Alaska Statute 45.50.910 et seq., as may be amended.

7. Return or Destruction of Confidential Information

• Upon Disclosing Party's written request, or upon termination of this Agreement, Investor shall promptly return to Disclosing Party all Confidential Information, including all copies and extracts thereof, or, at Disclosing Party's option, destroy all such Confidential Information and certify such destruction to Disclosing Party in writing.
• Investor shall also destroy or return any backup copies of the Confidential Information.

8. Unauthorized Disclosure

Investor shall promptly notify Disclosing Party in writing upon discovery of any unauthorized disclosure or use of the Confidential Information and shall cooperate with Disclosing Party in taking reasonable steps to protect the Confidential Information and prevent further unauthorized disclosure or use.

9. Remedies

• Investor acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement by Investor and that Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.
• In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

10. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between the parties.
• Option B: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, Alaska], before resorting to binding arbitration.
• Option C: Any dispute that remains unresolved after mediation shall be resolved by binding arbitration in [City, Alaska] in accordance with the rules of the American Arbitration Association. The laws of the State of Alaska shall govern the arbitration proceedings.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to its conflict of laws principles, and consistent with the Alaska Uniform Trade Secrets Act.

12. Compliance with Laws

Nothing in this Agreement shall be construed to prevent Investor from complying with any applicable law, regulation, or court order, including any whistleblower protections or SEC reporting requirements.

13. Industry-Specific Nuances

• If the Confidential Information relates to [Industry Specific, e.g., oil and gas, Native Corporation interests], the parties agree to handle such information in accordance with all applicable Alaska laws and regulations relating to such industry. [Detail any specific handling or reporting procedures required].

14. Amendment

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

15. Assignment

Neither party may assign this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, consistent with Alaska law on assignment of contracts.

16. 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, consistent with Alaska statutory requirements.

17. Entire Agreement

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, relating to such subject matter.

18. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, or sent by certified mail, return receipt requested, to the addresses set forth above.

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

[Disclosing Party Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Investor Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]