Georgia investor nda template

Georgia Investor Non-Disclosure Agreement

This Georgia Investor Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Company Name], a [State of Incorporation] corporation with its principal place of business at [Company Address], (“Discloser”) and [Investor Name], residing at [Investor Address], (“Recipient”). The parties agree as follows:

1. Confidential Information

Option A: Definition

“Confidential Information” means any and all information disclosed by Discloser to Recipient, whether orally, visually, in writing, electronically, or by any other means, including, but not limited to: business plans, strategic documents, investment terms, proposed valuations, capitalization tables, financial projections, intellectual property disclosures, technical data, business methods, marketing information, sensitive investor data (such as trade secrets, investment structures, and proprietary evaluation methodologies), and any other non-public information.

Option B: Specific Examples

“Confidential Information” includes, but is not limited to, the following specific items: [List Specific Documents or Information].

Option C: Broad Definition

“Confidential Information” means all information, regardless of form, relating to the Discloser’s past, present, and future research, development, business activities, products, services and technical knowledge, that is not generally known to the public.

2. Exclusions from Confidential Information

Option A: Standard Exclusions

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

Is or becomes publicly available through no fault of Recipient;

Was already known to Recipient prior to disclosure by Discloser, as evidenced by Recipient’s records;

Is independently developed by Recipient without use of the Confidential Information; or

Is required to be disclosed by law, regulation, subpoena, or court order, provided that Recipient gives Discloser prompt written notice of such requirement to allow Discloser to seek a protective order or other appropriate remedy.

Option B: Limited Exclusions

The exclusions in Section 2(a) shall not apply to information concerning [Specify Protected Information].

Option C: No Exclusions

There are no exclusions from the definition of Confidential Information for the purposes of this Agreement.

3. Permitted Use

Option A: Due Diligence Only

Recipient shall use the Confidential Information solely for the purpose of evaluating a potential investment in Discloser (the “Permitted Purpose”).

Option B: Expanded Use

Recipient shall use the Confidential Information solely for the purpose of evaluating a potential investment in Discloser and related due diligence, including discussions with Recipient’s advisors (the “Permitted Purpose”). Recipient will ensure any advisors adhere to obligations of similar scope as outlined in this NDA.

Option C: Restricted Use

Recipient shall not use the Confidential Information for any purpose other than the Permitted Purpose, including but not limited to competitive purposes or personal gain.

4. Non-Disclosure

Option A: Limited Disclosure

Recipient shall not disclose the Confidential Information to any third party without Discloser’s prior written consent, except to Recipient’s affiliates, partners, legal counsel, accountants, and other professional advisors (collectively, “Representatives”) who have a need to know such information for the Permitted Purpose and are bound by written confidentiality obligations no less protective than those contained herein. Recipient shall be responsible for any breach of this Agreement by its Representatives.

Option B: No Disclosure

Recipient shall not disclose the Confidential Information to any third party for any reason whatsoever.

Option C: Specific Authorized Disclosure

Recipient is authorized to disclose Confidential Information to the following persons only: [List of Authorized Persons]. These persons are bound by the same terms and restrictions of this NDA.

5. Security Measures

Option A: Reasonable Measures

Recipient shall implement reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including, but not limited to, encryption, restricted access to physical and electronic documents, and secure document management systems.

Option B: Specific Measures

Recipient shall implement the following specific security measures: [List Specific Security Measures].

Option C: Industry Standard

Recipient shall implement security measures consistent with industry standards for protecting confidential information of a similar nature.

6. Term and Survival

Option A: Fixed Term

This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years. The obligations of confidentiality hereunder shall survive the termination of this Agreement for a period of [Number] years.

Option B: Perpetual for Trade Secrets

This Agreement shall commence on the Effective Date and shall continue in effect indefinitely. The obligations of confidentiality hereunder shall survive the termination of this Agreement indefinitely with respect to trade secrets as defined under Georgia’s Uniform Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.).

Option C: Until Investment Decision

This Agreement shall commence on the Effective Date and terminate upon the Recipient's final decision to invest or not invest in the Discloser. Confidentiality obligations shall continue for [Number] years after termination.

7. Return or Destruction of Confidential Information

Option A: Upon Request

Upon Discloser’s written request or upon termination of discussions regarding a potential investment, Recipient shall promptly return or destroy all Confidential Information in its possession or control, including all copies, extracts, and summaries thereof. Recipient shall certify in writing to Discloser that it has complied with the requirements of this Section.

Option B: Destruction Only

Upon Discloser’s written request or upon termination of discussions regarding a potential investment, Recipient shall promptly destroy all Confidential Information in its possession or control, including all copies, extracts, and summaries thereof. Recipient shall certify in writing to Discloser that it has complied with the requirements of this Section.

Option C: Limited Retention

Upon termination of discussions, Recipient shall return or destroy all Confidential Information except for one archival copy that may be retained solely for legal compliance purposes, kept under strict confidentiality.

8. Notice of Unauthorized Disclosure

Option A: Standard Notice

Recipient shall immediately notify Discloser in writing of any actual or suspected unauthorized use or disclosure of the Confidential Information, and shall cooperate with Discloser in any reasonable effort to mitigate the effects of such unauthorized use or disclosure.

Option B: Detailed Notice

Recipient shall immediately notify Discloser in writing of any actual or suspected unauthorized use or disclosure, loss, or breach of Confidential Information, including describing the nature and scope of the incident and cooperating with remedial efforts as required by Georgia law.

Option C: Notice & Assistance

Recipient shall immediately notify Discloser in writing of any actual or suspected breach and will provide all assistance reasonably requested by Discloser.

9. Remedies

Option A: Standard Remedies

Discloser shall be entitled to all remedies available at law or in equity for any breach of this Agreement, including, but not limited to, injunctive relief and damages.

Option B: Specific Remedies

Discloser shall be entitled to all remedies available at law or in equity for any breach of this Agreement, including actual and consequential damages, equitable remedies such as injunctive relief without the need to post bond (where enforceable under Georgia law).

Option C: Liquidated Damages

In the event of a breach of this Agreement, Recipient shall pay to Discloser liquidated damages in the amount of [Dollar Amount], which is a reasonable estimate of the damages likely to be suffered by Discloser as a result of such breach.

10. Governing Law and Dispute Resolution

Option A: Georgia Courts

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County Name] County, Georgia.

Option B: Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City Name], Georgia, in accordance with the rules of the American Arbitration Association.

Option C: Mediation First

Prior to commencing any legal action, the parties agree to attempt to resolve any disputes through non-binding mediation in [City Name], Georgia. If mediation is unsuccessful, the parties are free to pursue other legal remedies under Georgia law.

11. Compliance with Georgia Law

Option A: General Compliance

This Agreement shall be interpreted and enforced in accordance with Georgia law, including Georgia’s Uniform Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.).

Option B: Specific Compliance

This Agreement is intended to comply with all applicable Georgia laws and regulations. If any provision of this Agreement is found to be invalid or unenforceable under Georgia law, such provision shall be modified to the extent necessary to make it valid and enforceable, while preserving its original intent to the fullest extent possible.

Option C: Data Protection

Recipient acknowledges and agrees to comply with all applicable Georgia data protection statutes related to the Confidential Information.

12. Miscellaneous

Option A: Standard Clauses

(a) 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. (b) No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. (c) This Agreement may not be assigned or transferred by either party without the prior written consent of the other party. (d) No partnership, joint venture, or employment relationship is created by this Agreement.

Option B: Detailed Clauses

(a) 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. (b) Amendment: No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. (c) Assignment: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. (d) No Relationship: No partnership, joint venture, or employment relationship is created by this Agreement. (e) 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. (f) Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, sent by certified mail, return receipt requested, or sent by reputable overnight courier to the addresses set forth above. (g) Waiver: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision.

Option C: Industry Specific

This Agreement also incorporates standards relevant to [Industry Name] industry and practices common within Georgia for such agreements.

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

____________________________

[Company Name]

By: [Name]

Title: [Title]

Address: [Company Address]

____________________________

[Investor Name]

Address: [Investor Address]