Florida investor nda template

Florida Investor Non-Disclosure Agreement

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

[Disclosing Party Legal Name], a [Disclosing Party Entity Type, e.g., Florida corporation] with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and

[Receiving Party Legal Name], a [Receiving Party Entity Type, e.g., Florida Limited Liability Company] with its principal place of business at [Receiving Party Address] (“Receiving Party”).

WHEREAS, Disclosing Party possesses certain Confidential Information (as defined below) relating to [Brief Description of Subject Matter, e.g., a potential investment in Company X]; and

WHEREAS, Disclosing Party desires to disclose such Confidential Information to Receiving Party for the sole purpose of evaluating a potential investment (the “Purpose”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally or in writing, before, on, or after the date of this Agreement, that relates to Disclosing Party's business, including, but not limited to: business plans, financial records, pitch materials, proprietary investment models, target and portfolio company data, deal structures, valuation methodologies, due diligence reports, trade secrets (as defined in the Florida Uniform Trade Secrets Act), intellectual property, strategies, market analyses, non-public agreements, third-party information, and other sensitive business or investment-related information. Option B: "Confidential Information" shall include, but not be limited to, all data, reports, interpretations, forecasts, records, business and financial information, projections and other materials made available by Disclosing Party to Receiving Party, including information related to [Specific Company/Investment Target].

2. Exclusions from Confidential Information

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

• is or becomes publicly available through no fault of Receiving Party;
• was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party and not subject to a prior confidentiality obligation;
• is rightfully disclosed to Receiving Party by a third party without restriction; or
• is required to be disclosed pursuant to subpoena, court order, or applicable Florida state or federal law, provided that Receiving Party gives Disclosing Party prompt written notice and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

Option B: This Agreement does not apply to information demonstrably:

• Independently developed by Receiving Party personnel;
• Generally known in the Florida investment community prior to disclosure;

3. Permitted Use of Confidential Information

Option A: Receiving Party shall use the Confidential Information solely for the Purpose of evaluating the proposed investment opportunity, conducting due diligence, negotiating investment terms, or fulfilling rights and obligations specifically arising from the contemplated transaction. Receiving Party shall not use the Confidential Information for any competing or unrelated investments, or for dealings with the Disclosing Party's employees, customers, vendors, or portfolio companies not expressly authorized in writing by Disclosing Party. Option B: Use of Confidential Information is restricted solely to internal evaluations and due diligence by the Receiving Party to assess the investment possibility.

4. Safeguarding Confidential Information

Option A: Receiving Party shall safeguard the Confidential Information with at least the same degree of care (but no less than reasonable care) that it uses to protect its own confidential information of a similar nature. Receiving Party shall implement commercially reasonable physical, administrative, electronic, and legal measures appropriate to the sensitivity of the Confidential Information, including procedures for restricting access to its representatives (directors, officers, employees, agents, attorneys, advisors, and consultants) who have a clear “need-to-know” and are bound by written obligations of confidentiality at least as restrictive as this Agreement. Option B: Access to Confidential Information will be strictly limited to employees, consultants, and advisors of the Receiving Party who (i) need access to such Confidential Information for the Purpose and (ii) have agreed to observe confidentiality obligations.

5. Oral Disclosures

Option A: If Confidential Information is disclosed orally, the Disclosing Party shall, within thirty (30) days of such disclosure, provide a written summary thereof to the Receiving Party, identifying the information as confidential. Only information identified in such written summary shall be considered Confidential Information under this Agreement. Option B: Oral disclosures require written confirmation within [Number] days to be considered Confidential Information under this Agreement.

6. Florida Public Records Law

The parties acknowledge that, where either party is a governmental entity or acting on behalf of a governmental entity, information disclosed may be subject to Florida’s public records law (Chapter 119, Florida Statutes). If the Confidential Information constitutes a trade secret under Florida law, Disclosing Party shall notify Receiving Party in writing, and Receiving Party shall take reasonable steps to maintain the confidentiality of such information, including asserting applicable exemptions from public records requests. Even with such designation, information qualifying as a trade secret under FUTSA may still be subject to disclosure under Florida Statute if compelled by court order.

7. Term

Option A: The confidentiality obligations under this Agreement shall continue for a period of [Number] years from the date of disclosure of the Confidential Information. With respect to Confidential Information that constitutes a trade secret under FUTSA, the obligations shall continue indefinitely. Option B: The Term of this agreement will be [Number] years from the Effective Date, unless terminated earlier upon written notification by either party.

8. Return of Confidential Information

Option A: Upon the termination of discussions, completion of due diligence, or receipt of a written request from the Disclosing Party, Receiving Party shall promptly return or destroy all Confidential Information (including electronic copies and notes) and shall certify such destruction in writing to the Disclosing Party. Option B: Receiving Party will promptly return to Disclosing Party all Confidential Information or destroy any copies and certifications of the destruction.

9. Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party in writing of any unauthorized access, use, disclosure, loss, or breach of Confidential Information and shall promptly cooperate with Disclosing Party in taking remedial measures, including notification under the Florida Information Protection Act (FIPA) if personal data of Florida residents is involved.

10. Remedies

Option A: Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Therefore, Disclosing Party shall be entitled to injunctive relief (without the requirement of proving irreparable harm or posting bond), as well as recovery of actual damages, including lost investment opportunity, reputational harm, and reasonable attorneys’ fees and costs. The parties may also agree to liquidated damages compliant with Florida enforceability standards of [Amount]. Option B: In the event of breach, Disclosing Party shall be entitled to seek all available legal and equitable remedies, including injunctive relief.

11. Entire Agreement; Amendment; Severability

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

12. Governing Law; Dispute Resolution

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the state or federal courts located in [County Name] County, Florida. The parties agree to attempt to resolve any disputes through mediation prior to commencing litigation. Option B: All disputes will be settled through binding arbitration in [City, Florida], governed by Florida law.

13. Consideration

The parties acknowledge that the mutual promises and covenants contained herein, including the disclosure of Confidential Information by Disclosing Party and the evaluation thereof by Receiving Party, constitute good and valuable consideration for this Agreement.

14. Authority

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. If a party is a legal entity, it represents and warrants that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or organizational action.

15. Permitted Disclosure to Affiliates/Co-Investors

Option A: Receiving Party may disclose Confidential Information to its prospective co-investors, limited partners, or affiliates, provided that such recipients are bound by written confidentiality obligations no less protective than those contained in this Agreement. Option B: Any disclosure to Affiliates is permissible, subject to each Affiliate agreeing to the terms of this NDA.

16. Data Security and Privacy

Receiving Party shall comply with all applicable Florida data security and privacy laws, including FIPA, governing personal information. Where relevant, Receiving Party shall anonymize or de-identify individuals’ data or special categories of information in the due diligence/investment context.

17. Non-Circumvention and Non-Solicitation

Option A: Receiving Party shall not, directly or indirectly, contact any identified companies, management teams, or transaction parties outside the approved investment process. Receiving Party shall not solicit employees or business relationships of Disclosing Party for a period of [Number] years. Option B: Non-circumvention and non-solicitation clauses are in effect for [Number] years.

18. Disclosure to Professional Advisors

Receiving Party may disclose Confidential Information to its professional advisors (lawyers, accountants, financial advisors) who are bound by professional confidentiality, but Receiving Party shall be responsible for any breach of this Agreement by such advisors.

19. Assignment

Option A: This Agreement may not be assigned by either party without the prior written consent of the other party, except in the event of a merger, acquisition, or reorganization. Option B: Assignment is permitted only with prior written consent from Disclosing Party.

20. Notices

All notices 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 electronic mail (with confirmation of receipt) to the addresses set forth above. Updated contact information shall be provided promptly to ensure proper notification.

21. No Implied License

No license or transfer of intellectual property or business rights is granted or implied as a result of disclosures made under this Agreement.

22. No Obligation to Invest

Nothing in this Agreement shall obligate either party to proceed with the investment or transaction. All rights to negotiate and decline remain with the parties until definitive agreements are executed.

23. Florida Law Integration

This Agreement shall be drafted, reviewed, and interpreted in accordance with Florida law, referencing Florida statutes and legal principles as necessary.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Authorized Name]

Title: [Disclosing Party Authorized Title]

[Receiving Party Legal Name]

By: [Receiving Party Authorized Name]

Title: [Receiving Party Authorized Title]