Arkansas investor nda template

Arkansas Investor Non-Disclosure Agreement

This Arkansas Investor Non-Disclosure Agreement ("Agreement") is made and entered into as of [Effective Date], by and between:

• [Disclosing Party Legal Name], a [Disclosing Party Entity Type, e.g., Arkansas Corporation], with its principal place of business at [Disclosing Party Address] ("Discloser"), and
• [Receiving Party Legal Name], an [Receiving Party Entity Type, e.g., Individual Investor], residing at [Receiving Party Address] ("Recipient").

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

WHEREAS, Recipient desires to review and evaluate the Confidential Information for the purpose of [Permitted Purpose, e.g., evaluating a potential investment].

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 Discloser to Recipient, whether orally, in writing, electronically, or by any other means, that relates to Discloser's business, including, but not limited to:

• business plans, proprietary technology, intellectual property, financial models, fundraising strategies, investor presentations, pitch decks, term sheets, due diligence materials, client and supplier lists, commercialization plans, market and competitive analyses, and any non-public data.

• Option A: Information shall only be considered Confidential Information if conspicuously marked as "Confidential" at the time of disclosure.
• Option B: All information provided by Discloser shall be considered Confidential Information regardless of whether it is marked or identified as such.

2. Exclusions from Confidential Information

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

• is or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives in violation of this Agreement;
• was known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's contemporaneous written records;
• is rightfully received by Recipient from a third party who is not bound by any confidentiality obligation to Discloser; or
• is independently developed by Recipient without use of or reference to the Confidential Information.

• Option A: Information required to be disclosed by legal process, subpoena, or regulatory authority, provided that Recipient gives Discloser prompt written notice, to the extent permitted by law, so that Discloser may seek a protective order or other appropriate remedy.
• Option B: The above exception does not apply to requests from regulatory authorities concerning investigations of any violation or suspected violation of any laws.

3. Permitted Use

Recipient shall use the Confidential Information solely for the purpose of [Permitted Purpose, e.g., evaluating a potential investment in Discloser] (the "Permitted Purpose") and shall not use the Confidential Information for any other purpose, including, without limitation, for any competitive or commercial purpose.

• Option A: Recipient may disclose the Confidential Information to its employees, advisors, and consultants (collectively, "Representatives") who have a need to know the Confidential Information for the Permitted Purpose and who are bound by written confidentiality obligations no less restrictive than those contained herein.
• Option B: Recipient shall not disclose Confidential Information to any third parties without Discloser's prior written consent.

4. Confidentiality Obligations

Recipient shall protect the Confidential Information from unauthorized disclosure 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. Recipient shall not disclose, sell, or transfer the Confidential Information to any third party except as expressly permitted in Section 3.

• Option A: Recipient shall implement and maintain reasonable and industry-standard administrative, physical, and technical safeguards to protect the security and integrity of the Confidential Information.
• Option B: Recipient must encrypt all digital files containing the Confidential Information.

5. Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years. The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of [Number] years.

• Option A: Notwithstanding the foregoing, the obligations with respect to trade secrets under the Arkansas Uniform Trade Secrets Act shall continue indefinitely.
• Option B: Discloser may terminate this agreement at any time with [number] days written notice to Recipient.

6. Return or Destruction of Confidential Information

Upon Discloser's written request, or upon termination of this Agreement, Recipient shall promptly return to Discloser or destroy all copies of the Confidential Information in its possession or control, including all electronic copies. Recipient shall certify in writing to Discloser that it has complied with the obligations of this Section.

• Option A: Destruction of information is acceptable so long as it is in compliance with industry standards for data wiping and destruction.
• Option B: Recipient may retain one archival copy of the confidential information solely for legal compliance purposes, provided it maintains the confidentiality of such information indefinitely.

7. Notice of Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing upon becoming aware of any actual or suspected unauthorized use or disclosure of the Confidential Information. Recipient shall cooperate fully with Discloser in any investigation and remedial measures undertaken by Discloser.

• Option A: Notice shall be provided within twenty-four (24) hours of becoming aware of any actual or suspected unauthorized use or disclosure of Confidential Information.
• Option B: Notice should include a full account of the details surrounding the breach, including date, time, parties involved and specific information disclosed.

8. Remedies

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Accordingly, Discloser shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or equity.

• Option A: In the event of a breach of this Agreement by Recipient, Recipient shall be liable for all damages sustained by Discloser, including, but not limited to, direct, consequential, and incidental damages, and reasonable attorneys' fees and costs.
• Option B: The parties agree that liquidated damages of [Dollar Amount] dollars is a reasonable estimate of the damages Discloser would sustain for each unauthorized disclosure. This clause is enforceable to the extent permitted by Arkansas Law.

9. No License or Ownership

This Agreement does not grant Recipient any license, ownership, or other rights in or to the Confidential Information. Discloser retains all rights, title, and interest in and to the Confidential Information.

• Option A: No Investment Obligation. Nothing in this Agreement shall be construed as an obligation to invest in Discloser.
• Option B: Recipient is permitted to take notes about the information it receives, provided that such notes are kept physically separate from any confidential or competitive information belonging to Recipient or any third party.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County Name] County, Arkansas.

• Option A: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City Name], Arkansas, in accordance with the rules of the American Arbitration Association.
• Option B: Prior to initiating litigation, the parties agree to engage in good faith negotiations to resolve any dispute for a period of [number] days.

11. 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.

12. Amendment

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

13. 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.

14. Waiver

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

15. Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

16. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be treated as original signatures in accordance with the Arkansas Uniform Electronic Transactions Act.

• Option A: No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto only and does not create any third-party beneficiary rights.
• Option B: This agreement will be construed and interpreted in such a manner that would comply with Arkansas's strong policy against restraints of trade.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

Date: [Date]

[Receiving Party Legal Name]

By: [Receiving Party Signature Name]

Title: [Receiving Party Title, e.g., Individual Investor]

Date: [Date]