Connecticut investor nda template

Connecticut Investor Non-Disclosure Agreement

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

[Disclosing Party Name], a [Entity Type, e.g., corporation, LLC, individual], with a principal place of business at [Disclosing Party Address] ("Discloser"),

and

[Receiving Party Name], a [Entity Type, e.g., corporation, LLC, individual], with a principal place of business at [Receiving Party Address] ("Recipient").

WHEREAS, Discloser possesses certain confidential and proprietary information; and

WHEREAS, Discloser desires to disclose such information to Recipient for the purpose of [Purpose of Disclosure, e.g., evaluating a potential investment, performing due diligence, negotiating a transaction]; and

WHEREAS, Recipient is willing to receive such information subject to the terms and conditions of this Agreement.

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:

• Option A: Financial statements, pitch decks, and cap tables.
• Option B: Business plans, intellectual property documentation, technology, and product information.
• Option C: Source code, market analyses, customer and vendor data, and legal documents.
• Option D: Strategic plans, term sheets, investor presentations, and minutes of board meetings.

All information provided by the Disclosing Party in the aforementioned formats or media.

2. Exclusions from Confidential Information

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

• Option A: Is or becomes publicly available through no fault of Recipient.
• Option B: Was already lawfully in Recipient’s possession prior to disclosure by Discloser, as evidenced by Recipient’s written records.
• Option C: Is independently developed by Recipient without use of or reference to the Confidential Information, as evidenced by Recipient’s written records.
• Option D: Is required to be disclosed by law, regulation, or court order, provided that Recipient provides Discloser with prompt written notice of such requirement (to the extent permitted by law) to allow Discloser to seek a protective order or other appropriate remedy.

3. Permitted Use

Recipient shall use the Confidential Information solely for the purpose of:

• Option A: Evaluating a potential investment in Discloser.
• Option B: Performing due diligence related to a potential transaction with Discloser.

Recipient shall not use the Confidential Information for any other purpose, including, but not limited to:

• Option A: Engaging in competitive activities with Discloser.
• Option B: Using the information for personal benefit.
• Option C: Disclosing the information to any third party without Discloser’s prior written consent.

4. Obligations of Confidentiality

Recipient agrees to protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.

• Option A: Recipient shall restrict access to the Confidential Information to those employees, directors, officers, advisors, and legal counsel who have a need to know such information for the Permitted Use and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Option B: Recipient shall implement and maintain appropriate security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to, physical, technical, and administrative safeguards compliant with Connecticut privacy and cybersecurity laws, such as Conn. Gen. Stat. § 36a-701b.
• Option C: Recipient shall not reproduce the Confidential Information without Discloser’s prior written consent.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years.

• Option A: Notwithstanding the foregoing, the confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of [Number] years.
• Option B: Notwithstanding the foregoing, the confidentiality obligations under this Agreement shall survive termination of this Agreement until such information becomes public through no fault of the Recipient.

Discloser may terminate this Agreement at any time upon written notice to Recipient.

6. Return or Destruction of Confidential Information

Upon Discloser’s written request or upon termination of this Agreement, Recipient shall:

• Option A: Promptly return all Confidential Information to Discloser, including all copies thereof.
• Option B: Promptly destroy all Confidential Information, including all copies thereof, and certify in writing to Discloser that it has done so.

7. Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing upon discovery of any unauthorized disclosure or use of the Confidential Information.

Recipient shall cooperate with Discloser in any effort to mitigate the effects of such unauthorized disclosure or use.

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.

• Option A: Discloser shall be entitled to injunctive relief to prevent or restrain any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity, including, but not limited to, actual damages, consequential damages, and attorneys’ fees, consistent with Connecticut’s Uniform Trade Secrets Act (Conn. Gen. Stat. § 35-50 et seq.).
• Option B: Specific performance.

9. Representations and Warranties

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

10. Trade Secrets

Recipient acknowledges that the Confidential Information may constitute trade secrets under the Connecticut Uniform Trade Secrets Act (Conn. Gen. Stat. § 35-50 et seq.).

Recipient agrees to protect such trade secrets in accordance with the provisions of that Act.

11. Compliance with Laws

Recipient shall comply with all applicable Connecticut and federal laws and regulations relating to the protection of Confidential Information, including, but not limited to, laws regarding privacy, data protection, and information security, including those regarding Social Security Numbers and personal information under Conn. Gen. Stat. § 42-471 and § 36a-701b, if applicable.

12. Permitted Disclosures

Recipient may disclose Confidential Information to its affiliated entities, directors, officers, employees, advisors, and legal counsel, provided that such persons are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

Recipient may disclose Confidential Information if required by law, regulation, stock exchange rule, subpoena, or court order, provided that Recipient provides Discloser with prompt written notice of such requirement (to the extent permitted by law) to allow Discloser to seek a protective order or other appropriate remedy.

13. Dispute Resolution

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 the dispute cannot be resolved through negotiation, the parties shall attempt to resolve the dispute through mediation in Connecticut.
• If the dispute cannot be resolved through mediation, the dispute shall be resolved by binding arbitration in Connecticut in accordance with the rules of the American Arbitration Association.
• Connecticut state and federal courts shall have exclusive or concurrent jurisdiction for injunctive or equitable relief.

14. Governing Law and Venue

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

The venue for any legal proceeding relating to this Agreement shall be in Connecticut.

15. Enforceability

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.

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

16. No Obligation to Transact

This Agreement does not create any obligation on either party to enter into any transaction or investment.

17. 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, in accordance with the Connecticut Uniform Electronic Transactions Act, Conn. Gen. Stat. § 1-266 et seq.

18. Assignment

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

19. 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 written instrument signed by both parties.

20. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns.

21. [Optional] Non-Circumvention

The Recipient agrees not to circumvent the Discloser, its affiliates, or any of its introduced parties, in connection with any opportunities disclosed hereunder for a period of [Number] years. This clause is intended to be reasonable in scope and duration, as permitted under Connecticut law.

22. [Optional] Non-Solicitation

During the term of this agreement and for [Number] years thereafter, Recipient agrees not to solicit for employment, either directly or indirectly, any employee of Discloser.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Receiving Party Name]

By: [Name]

Title: [Title]