Arizona investor nda template

Arizona Investor Non-Disclosure Agreement (NDA)

This Arizona Investor Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date], by and between:

• [Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as “Disclosing Party”, and
• [Investor Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as “Investor”.

WHEREAS, Disclosing Party possesses certain Confidential Information (as defined below) relating to its business; and

WHEREAS, Disclosing Party desires to disclose such Confidential Information to Investor for the purpose of Investor’s evaluation of a potential investment in Disclosing Party; and

WHEREAS, Investor desires to receive such Confidential Information and to hold it in confidence.

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

1. Purpose and Designation of Parties

• Option A (Unilateral NDA - Disclosing Party Disclosing): Disclosing Party will disclose Confidential Information to Investor.
• Option B (Mutual NDA - Both Parties Disclosing): Both Disclosing Party and Investor may disclose Confidential Information to the other. If this option is selected, all provisions should be interpreted to apply equally to both parties.

2. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all information disclosed by Disclosing Party to Investor, whether orally, in writing, electronically, visually, or by any other means, that relates to Disclosing Party’s business, including, but not limited to:

• Financial projections, investment terms, cap tables
• Due diligence data, business plans, and intellectual property disclosures
• Proprietary methodologies, pitch decks, and funding structures
• Non-public partnership details, target markets and strategies
• Customer information, technical documentation, sheets and memos exchanged in the investment process
• Any supporting data in verbal, written, electronic, or visual forms.

3. Exclusions from Confidential Information

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

• Is or becomes publicly known through no fault of Investor.
• Was already known to Investor without restriction prior to its disclosure by Disclosing Party, as evidenced by Investor’s contemporaneous written records.
• Is independently developed by Investor without use of or reference to the Confidential Information, as evidenced by Investor’s contemporaneous written records.
• Is rightfully received by Investor from a third party who is not under any obligation of confidentiality to Disclosing Party with respect to such information.
• Is required to be disclosed by applicable Arizona law, court order, administrative request, or regulatory body (including the SEC), provided that Investor shall give Disclosing Party prompt written notice of such required disclosure (to the extent permitted by law) to allow Disclosing Party to seek a protective order or other appropriate remedy.

4. Purpose of Use

Investor agrees to use the Confidential Information solely for the purpose of evaluating a potential investment in Disclosing Party and conducting related due diligence. Investor shall not use the Confidential Information for any other purpose, including, without limitation, for competitive purposes or for its own business operations outside the scope of investment evaluation.

5. Protection of Confidential Information

Investor agrees to protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of a similar nature, but in no event with less than reasonable care. Investor shall:

• Store Confidential Information securely.
• Use password protections and encryption where appropriate.
• Limit access to the Confidential Information to its partners, associates, legal advisors, and consultants who have a need to know the information for the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Ensure that any third-party representatives (e.g., consultants) sign confidentiality agreements with terms at least as protective as those in this NDA.

6. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect (a) during the period of discussions regarding a potential investment and (b) for a period of [Number] ([e.g., 2, 5]) years after the termination of such discussions.

7. Return or Destruction of Confidential Information

Upon Disclosing Party’s written request or upon termination of discussions regarding a potential investment, Investor shall promptly:

• Return to Disclosing Party all tangible embodiments of the Confidential Information (including copies, summaries, analyses, and derivations) in Investor’s possession or control; or
• Destroy all such tangible embodiments and certify in writing to Disclosing Party that such destruction has been completed.

8. Unauthorized Disclosure

Investor shall promptly notify Disclosing Party in writing upon becoming aware of any unauthorized disclosure, loss, or misuse of the Confidential Information. Investor shall cooperate fully with Disclosing Party in any efforts to mitigate the effects of such unauthorized disclosure and to comply with applicable Arizona data breach notification laws.

9. Breach and Remedies

Investor acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Therefore, in the event of a breach or threatened breach of this Agreement by Investor, Disclosing Party shall be entitled to:

• Injunctive relief to restrain such breach, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.
• Recovery of its actual damages, including reasonable attorneys’ fees and costs, as permitted by Arizona law.

10. Dispute Resolution and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation is unsuccessful, the parties shall attempt to resolve the dispute through mediation in [City, Arizona].
• If mediation is unsuccessful, the dispute shall be resolved by [Option A: binding arbitration in accordance with the rules of the American Arbitration Association; OR Option B: litigation in the Superior Court of Maricopa County, Arizona.]
• The parties hereby waive their right to a jury trial to the extent such waiver is permitted under Arizona law.

11. Compliance with Arizona Trade Secret Law

This Agreement is intended to comply with the Arizona Uniform Trade Secrets Act, A.R.S. § 44-401 et seq. The definition of "Confidential Information" herein shall be interpreted in a manner consistent with the definition of "trade secret" under Arizona law.

12. Regulatory Compliance

Nothing in this Agreement shall prevent Investor from disclosing Confidential Information to state or federal regulatory bodies, including the SEC and the Arizona Corporation Commission, as required by applicable securities laws. Investor shall use reasonable efforts to minimize the extent of any such disclosure.

13. No License or Waiver

Nothing contained in this Agreement shall be construed as granting Investor any license or other rights to use the Confidential Information, except as expressly provided herein. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

14. Authority

Each party represents and warrants that it has the right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

15. Severability

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

16. Amendment

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

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.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

Address: [Address]

Contact Information: [Phone Number, Email]

[Investor Name]

By: [Name]

Title: [Title]

Address: [Address]

Contact Information: [Phone Number, Email]