California investor nda template

California Investor NDA

This California Investor Nondisclosure Agreement (this “Agreement”) is made and entered into as of this [Date], by and between:

• [Discloser Legal Name], a [Discloser Business Status, e.g., California corporation] with its principal place of business at [Discloser Address] (“Discloser”),

and

• [Recipient Legal Name], a [Recipient Business Status, e.g., Delaware limited partnership] with its principal place of business at [Recipient Address] (“Recipient”).

1. Purpose of Disclosure

The Discloser intends to disclose certain confidential and proprietary information to the Recipient. The purpose of this disclosure is solely for the Recipient’s due diligence, evaluation, and negotiation of a potential investment in the Discloser (the “Purpose”). The Recipient shall use the Confidential Information (as defined below) only for the Purpose and for no other reason whatsoever, including but not limited to competitive purposes, or evaluation of investments in other similar companies.

2. Definition of Confidential Information

As used herein, “Confidential Information” means any and all information disclosed by Discloser to Recipient, directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to:

• Business plans
• Pitch decks
• Financial models
• Technical data
• Intellectual property (including but not limited to patents, copyrights, and trade secrets as defined under the California Uniform Trade Secrets Act)
• Customer or supplier lists
• Go-to-market strategies
• R&D information
• Prototype details
• Software code
• Employment or contractor data
• Proprietary processes
• Investment terms
• Non-public business arrangements
• Investor presentations
• Information exchanged during meetings, calls, emails, data rooms, or other formal/informal channels.

Confidential Information also includes information created by Recipient which contains or is derived from the Discloser’s Confidential Information.

3. Exceptions to Confidentiality

The obligations of confidentiality under 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 independently developed by Recipient without use of or reference to the Discloser’s Confidential Information, 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 with respect to such information.
• Is required to be disclosed pursuant to law, regulation, or court order, provided that Recipient gives Discloser prompt written notice of such requirement prior to disclosure and cooperates with Discloser, at Discloser’s expense, in seeking a protective order or other appropriate remedy.

4. Use and Access Restrictions

Recipient agrees to use the Confidential Information solely for the Purpose and will not use the Confidential Information for any other purpose, including but not limited to:

• Competitive purposes
• Soliciting Discloser’s employees or contractors
• Use in any other portfolio companies of Recipient.

Recipient shall limit access to the Confidential Information only to its employees, affiliates, advisors, attorneys, or other representatives (collectively, “Representatives”) who have a direct need to know the Confidential Information for the Purpose and who are subject to confidentiality obligations no less restrictive than those contained in this Agreement. Recipient shall be responsible for any breach of this Agreement by its Representatives.

5. Standard of Care

Recipient shall protect the Confidential Information with at least 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 industry-standard security practices.

• This includes appropriate measures for data handling, storage, access, electronic transmission, and destruction.
• Recipient shall comply with all applicable California laws, including the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), and any industry-specific regulations applicable to Recipient’s business.

6. Term

The obligations of confidentiality under this Agreement shall continue for a period of [Number] ([Years]) years from the Effective Date.

• Option A: Notwithstanding the foregoing, with respect to Confidential Information that constitutes a “trade secret” under the California Uniform Trade Secrets Act, the obligations of confidentiality shall continue for as long as such information remains a trade secret under applicable law.
• Option B: The parties may agree to extend the term of this Agreement by mutual written consent.

7. Return or Destruction of Confidential Information

Upon the earlier of (i) termination of discussions regarding a potential investment in Discloser, (ii) Discloser’s written request, or (iii) Recipient’s decision not to pursue an investment in Discloser, Recipient shall promptly return to Discloser or, at Discloser’s option, destroy all Confidential Information in its possession or control, including all copies, derivatives, notes, third-party analyses, or extracts thereof.

Recipient shall certify in writing to Discloser that it has complied with the requirements of this Section.

8. Notice of Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing upon discovery of any unauthorized disclosure, breach, or suspected compromise of the Confidential Information and shall cooperate fully with Discloser in taking prompt corrective and remedial measures.

9. Remedies for Breach

Recipient acknowledges that any breach of this Agreement by Recipient or its Representatives may cause irreparable harm to Discloser for which monetary damages may be inadequate.

• Option A: Discloser shall be entitled to seek equitable relief, including specific performance and injunctive relief, in addition to any other remedies available at law or in equity, including recovery of attorneys’ fees and costs.
• Option B: The parties agree that in the event of a breach of this agreement, liquidated damages in the amount of [Dollar Amount] would be reasonable compensation to Discloser for the harm suffered.

10. No License

No license, ownership, or transfer of any intellectual property or business opportunity is granted to Recipient by Discloser by mere disclosure of Confidential Information under this Agreement.

11. Consideration of Competing Businesses

Nothing in this Agreement shall prohibit Recipient from considering or investing in businesses that compete with Discloser, provided that Recipient does not use or disclose the Confidential Information in violation of this Agreement.

12. No Waiver

No failure or delay by Discloser in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

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. Governing Law and Dispute Resolution

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

• Option A (Litigation): Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, California, and each party irrevocably submits to the jurisdiction of such courts.
• Option B (Arbitration): Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City Name], California, in accordance with the rules of the [Arbitration Organization, e.g., JAMS, AAA]. The arbitrator's decision shall be final and binding on the parties.

Prior to initiating any legal action or arbitration, the parties agree to engage in good faith negotiations and mediation to resolve any dispute.

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

16. Electronic Signatures

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 enforceable under the California Uniform Electronic Transactions Act.

17. Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except in the event of a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor entity agrees to be bound by the terms of this Agreement.

18. Compliance with Laws

Recipient shall comply with all applicable export control laws, trade sanctions, and industry-specific licensing requirements under California state and federal law.

19. Independent Legal Advice

Each party acknowledges that it has had the opportunity to seek independent legal advice regarding the terms and conditions of this Agreement.

20. No Offer of Securities

This Agreement does not constitute an offer to sell or a solicitation of an offer to buy any securities of Discloser. It is not a commitment for Recipient to invest in Discloser.

21. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given:

• When delivered personally;
• When sent by electronic mail, with confirmation of receipt; or
• When sent by certified mail, return receipt requested, postage prepaid.

Notices shall be addressed as follows:

• If to Discloser: [Discloser Contact Person], [Discloser Address], [Discloser Email].
• If to Recipient: [Recipient Contact Person], [Recipient Address], [Recipient Email].

22. Special Disclosures

[Include any specific disclosures required by California law here, such as acknowledgements of receipt of notices regarding privacy practices or fair use practices. Delete if not applicable.]

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

[Discloser Legal Name]

By: [Discloser Signature Block]

Name: [Discloser Name]

Title: [Discloser Title]

[Recipient Legal Name]

By: [Recipient Signature Block]

Name: [Recipient Name]

Title: [Recipient Title]