Colorado investor nda template

Colorado Investor Nondisclosure Agreement

Effective Date: [Date]

This Nondisclosure Agreement (the "Agreement") is made and entered into as of the Effective Date by and between:

[Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address], and email address at [Disclosing Party Email] ("Disclosing Party"),

and

[Recipient Party Name], a [State] [Entity Type] with its principal place of business at [Recipient Party Address], and email address at [Recipient Party Email] ("Recipient Party"), acting in the capacity of an investor.

Disclosing Party and Recipient Party may be referred to individually as a “Party” and collectively as the “Parties.”

Definition of Confidential Information

Option A: "Confidential Information" means any information disclosed by Disclosing Party to Recipient Party, directly or indirectly, whether in writing, orally, visually, electronically, or by any other means, relating to Disclosing Party’s business, including but not limited to: financial statements, business plans, pitch decks, valuations, fundraising strategies, prospective transaction terms, shareholder information, intellectual property details, due diligence materials, technology specifications, customer pipelines, partnership agreements, market forecasts, trade secrets, and any other data received from the Disclosing Party or its representatives.

Option B: "Confidential Information" means all non-public, proprietary, or confidential information of Disclosing Party, regardless of its form or the method of disclosure, including but not limited to the following: [List specific types of information, e.g., technology, customer data, financial projections].

Exclusions from Confidentiality

Option A: 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 disclosure by Recipient Party or its representatives;
• was rightfully in Recipient Party’s possession prior to disclosure by Disclosing Party;
• is independently developed by Recipient Party without use of or reference to the Confidential Information;
• is rightfully obtained by Recipient Party from a third party without any obligation of confidentiality; or
• is required to be disclosed by law, regulation, subpoena, or court order, provided that Recipient Party 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.

Option B: The term "Confidential Information" does not include information that the Recipient Party can demonstrate:

• was already known to Recipient Party at the time of disclosure by Disclosing Party;
• is or becomes publicly available through no fault of Recipient Party;
• is received by Recipient Party from a third party who is not under an obligation of confidentiality to Disclosing Party.

Permitted Use

Option A: Recipient Party shall use the Confidential Information solely for the purpose of evaluating or pursuing a potential investment, due diligence, or actual investment collaboration with Disclosing Party. Recipient Party shall not use or disclose the Confidential Information for any other purpose, including but not limited to other business ventures, personal benefit, or competitive purposes.

Option B: The Confidential Information may only be used by Recipient Party to determine whether to invest in Disclosing Party. Any other use is strictly prohibited.

Standard of Care

Option A: Recipient Party shall 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 commercially reasonable standard of care in Colorado investor contexts. Recipient Party shall limit dissemination of the Confidential Information to its agents, advisors, or affiliates only as strictly necessary for the stated investment purpose, and shall ensure that such parties are bound by written confidentiality obligations at least as strict as those in this Agreement. Recipient Party shall supervise such third-party disclosures to ensure compliance.

Option B: Recipient Party shall take all reasonable measures to protect the confidentiality of the Confidential Information, including, without limitation:

• Storing the Confidential Information securely.
• Limiting access to the Confidential Information to those employees or contractors who need to know it for the Permitted Use.
• Ensuring that all employees and contractors who have access to the Confidential Information are bound by confidentiality obligations at least as strict as those contained in this Agreement.

Notification and Mitigation

Option A: In the event of any accidental access, loss, unauthorized disclosure, or breach of Confidential Information, Recipient Party shall notify Disclosing Party within 48 hours of discovery and shall actively cooperate with Disclosing Party in all reasonable remedial efforts.

Option B: Recipient Party shall immediately notify Disclosing Party of any unauthorized use or disclosure of the Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure.

Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue until the earlier of: (i) [Number] years from the Effective Date; or (ii) the termination of discussions regarding a potential investment in Disclosing Party. The confidentiality obligations hereunder shall survive for [Number] years following termination of discussions or the investment relationship, except that obligations regarding trade secrets shall continue indefinitely as permitted by Colorado law.

Option B: The confidentiality obligations of this Agreement shall remain in effect for a period of [Number] years from the Effective Date.

Return or Destruction of Confidential Information

Option A: Upon written request by Disclosing Party or upon termination of discussions, Recipient Party shall promptly return to Disclosing Party or securely destroy (and certify such destruction in writing) all Confidential Information, including all notes, copies, emails, and electronic documents containing Confidential Information.

Option B: At Disclosing Party’s request, Recipient Party shall either return or destroy all Confidential Information and provide written certification of such return or destruction.

Remedies

Option A: Recipient Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Disclosing Party shall be entitled to injunctive relief in Colorado courts (without the need to post a bond) to prevent any such unauthorized disclosure or use, in addition to any other remedies available at law or equity, including monetary damages and indemnification for losses caused by unauthorized disclosures, with specific reference to the Colorado Uniform Trade Secrets Act.

Option B: Disclosing Party shall be entitled to all remedies available at law or in equity for any breach of this Agreement, including injunctive relief and monetary damages.

Governing Law and Venue

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. 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] County, Colorado, or at the option of Disclosing Party, be settled by binding arbitration in Denver, Colorado under the rules of the American Arbitration Association.

Option B: The laws of the State of Colorado shall govern this Agreement. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in Denver, Colorado.

Compliance with Laws

Option A: Nothing in this Agreement shall be construed to require Recipient Party to violate any applicable Colorado data privacy protections, federal and state securities laws, or industry-specific regulations (e.g., for fintech, healthcare, or other regulated sectors).

Option B: Recipient Party shall comply with all applicable laws and regulations in connection with its use of the Confidential Information.

Modification

Option A: Disclosing Party reserves the right to modify or supplement this Agreement as required by changes in Colorado statutes or case law.

Option B: This Agreement may be amended only by a written instrument signed by both Parties.

No Obligation to Invest

Option A: Nothing in this Agreement shall obligate either party to enter into any further business arrangement or investment.

Option B: This Agreement creates no obligation on either party to enter into any business relationship.

Representations and Warranties

Option A: Each party represents and warrants that it has the authority to enter into this Agreement. Recipient Party represents and warrants that it is not under any conflicting obligations or aware of any restrictions that would prevent its compliance with this Agreement.

Option B: Each party represents and warrants that it has the right and authority to enter into and perform its obligations under this Agreement.

Severability

Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Option B: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment

Option A: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Recipient Party may assign this Agreement to an affiliate or fund under common control, provided that such assignee agrees in writing to be bound by the terms of this Agreement.

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

Colorado Specific Acknowledgement

Option A: The Parties acknowledge the unique Colorado regulatory and market environment, including local best practices in [Industry, e.g., tech, cannabis, or energy investment]. The Parties agree to comply with any additional disclosures or restrictions customary in Colorado’s investor community.

Option B: The Parties acknowledge that they have considered the unique aspects of the Colorado business environment in entering into this Agreement.

Notices

Option A: All notices or communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth in the preamble to this Agreement.

Option B: All notices under this Agreement must be in writing and sent by email or certified mail to the addresses listed above.

Electronic Signatures and Counterparts

Option A: 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 Colorado Uniform Electronic Transactions Act.

Option B: This Agreement may be executed in counterparts and by electronic signature, each of which shall have the force and effect of an original.

Waiver of Jury Trial (Optional)

Option A: Each party hereby irrevocably waives any right to a jury trial in any action, proceeding, or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereby.

Option B: [Delete Clause if not desired]

Amendments and Survival

Option A: This Agreement may be amended only by a writing signed by both Parties. The confidentiality obligations and remedies provisions of this Agreement shall survive termination.

Option B: This Agreement may be modified only in writing and signed by both parties. The confidentiality obligations shall survive the termination of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Recipient Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]