Delaware investor nda template

Delaware Investor Non-Disclosure Agreement

This Delaware Investor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

[Company Name], a [State] corporation with its principal place of business at [Company Address], represented by [Authorized Representative Name], its duly authorized [Title] (the "Discloser");

and

[Investor Name], with an address at [Investor Address], represented by [Authorized Representative Name], its duly authorized [Title] (the “Recipient”).

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by the Discloser to the Recipient, whether orally, in writing, electronically, or by any other means, relating to the Discloser’s business, including, but not limited to:

• Business plans, financial projections, capitalization tables.
• Proprietary technology, intellectual property details.
• Customer and supplier lists.
• Pending agreements, fundraising terms.
• Trade secrets under the Delaware Uniform Trade Secrets Act.
• Market analyses, investor materials.
• Data disclosed during oral, written, electronic, or data room processes.

Option B: "Confidential Information" means all non-public information, data, or know-how, in whatever form, relating to the Discloser's business that the Recipient gains access to as a result of discussions concerning a possible investment in the Discloser. This includes, but is not limited to, information concerning [Specify Specific Items, e.g., product roadmaps, pricing strategies, etc.].

2. Exclusions from Confidential Information

Option A: The obligations under this Agreement shall not apply to information that:

• Was already lawfully in the Recipient’s possession prior to receipt from the Discloser.
• Is lawfully obtained from a non-breaching third party.
• Is or becomes publicly available through no fault of the Recipient.
• Is required to be disclosed by law, regulation, court order, or governmental authority, provided that the Recipient provides the Discloser with prompt written notice of such requirement (to the extent legally permissible) so that the Discloser may seek a protective order or other appropriate remedy.

Option B: The term “Confidential Information” shall not include information that the Recipient can demonstrate:

• Was known to the Recipient prior to its disclosure by the Discloser, without an obligation of confidentiality.
• Is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
• Is received from a third party free of any obligation of confidentiality.

3. Use of Confidential Information

Option A: The Recipient shall use the Confidential Information solely for the purpose of evaluating a potential investment in the Discloser (the "Purpose"). The Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, commercial exploitation or further disclosure to third parties.

Option B: The Recipient shall not disclose the Confidential Information to any third party, including its portfolio companies, affiliates, or advisors, without the Discloser’s prior written consent, except to those representatives who have a need to know for the Purpose and are bound by confidentiality obligations at least as restrictive as those contained herein. The Recipient shall be fully responsible for any breach of this Agreement by its representatives.

4. Protection of Confidential Information

Option A: The Recipient shall take reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to:

• Secure data storage and access controls.
• Restricting duplication or downloading of the Confidential Information.
• Proper handling of electronic and data room material.
• Informing all representatives of their obligations under this Agreement.

Option B: The Recipient agrees to protect the Confidential Information with 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. This includes implementing and maintaining appropriate administrative, technical, and physical safeguards to prevent unauthorized access, use, or disclosure of the Confidential Information.

5. Term of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date hereof.

Option B: With respect to information constituting a "trade secret" under the Delaware Uniform Trade Secrets Act, the obligations of confidentiality under this Agreement shall continue for as long as such information remains a trade secret.

6. Return or Destruction of Confidential Information

Option A: Upon the end of discussions, termination of negotiations, or written request by the Discloser, the Recipient shall promptly return or destroy (at the Discloser’s option) all physical, electronic, and derivative materials containing Confidential Information and shall certify in writing to the Discloser that it has complied with this obligation.

Option B: Notwithstanding the foregoing, the Recipient may retain one archival copy of the Confidential Information solely for legal compliance purposes, subject to ongoing confidentiality obligations.

7. Notice of Unauthorized Disclosure

The Recipient shall immediately notify the Discloser in writing in the event of any actual or suspected unauthorized use, disclosure, loss, or legal demand relating to the Confidential Information and shall cooperate with the Discloser in any mitigation or remedial actions.

8. Governing Law and Jurisdiction

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the courts of the State of Delaware, and each party irrevocably submits to the personal jurisdiction of such courts.

Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of laws rules. The parties agree that the Court of Chancery of the State of Delaware shall have exclusive jurisdiction over any action or proceeding arising out of or relating to this Agreement.

9. Remedies

The parties acknowledge that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Discloser shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other remedies available at law or in equity. In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

10. No Obligation to Invest; No Partnership

Option A: Nothing in this Agreement shall be construed to obligate the Recipient to invest in the Discloser, and the parties acknowledge that no partnership or agency relationship is created by this Agreement.

Option B: The Recipient acknowledges and agrees that it is under no obligation to enter into any further agreement with the Discloser, and that the Discloser is proceeding at its own risk. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, or other form of business association between the parties.

11. Assignment

The Recipient may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Discloser.

12. Entire Agreement; Amendment

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.

13. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

14. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

15. 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. Facsimile or electronically transmitted signatures shall be considered original signatures for all purposes.

16. Jury Trial Waiver

Each party hereby waives, to the fullest extent permitted by applicable law, any right to a jury trial in any action, suit, or proceeding arising out of or relating to this Agreement.

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

[Company Name]

By: [Authorized Representative Name]

Title: [Title]

[Investor Name]

By: [Authorized Representative Name]

Title: [Title]