Idaho investor nda template

Idaho Investor Non-Disclosure Agreement

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

[Disclosing Party Name], a [Individual/Entity] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"), and

[Receiving Party Name], a [Individual/Entity] with its principal place of business at [Receiving Party Address] ("Receiving Party"), in their capacity as a potential or actual investor.

Witnesseth that in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Purpose of Disclosure

The Disclosing Party is disclosing certain confidential information to the Receiving Party for the sole purpose of evaluating a potential investment in [Company Name/Project Name] (the "Purpose"). The Receiving Party agrees to use the Confidential Information solely for this Purpose.

Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or in any other form, relating to the Disclosing Party's business, including, but not limited to:

• Business plans
• Financial projections
• Unpublished financial statements
• Proprietary business models
• Market analyses
• Investor decks
• Private placement memoranda
• Fundraising strategies
• Cap tables
• Legal documents and contracts
• Information regarding portfolio companies
• Intellectual property
• Trade secrets
• Any data disclosed in written, oral, graphic, digital, or electronic forms during the investor's review.

Exclusions from Confidential Information

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

• Is or becomes publicly available other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement.
• Was already in the Receiving Party's lawful possession prior to disclosure by the Disclosing Party and was not subject to a prior confidentiality obligation.
• Is independently developed by the Receiving Party without reference to the Confidential Information.
• Is lawfully received by the Receiving Party from a third party who is not bound by a confidentiality obligation to the Disclosing Party.
• Is required to be disclosed by law, regulation, court order, or other legal process, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (if legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Non-Disclosure and Use Restrictions

The Receiving Party agrees:

• To hold the Confidential Information in strict confidence and not to disclose it to any third party, except as permitted below.
• To use the Confidential Information solely for the Purpose described above.
• Not to use the Confidential Information for any other purpose, including but not limited to competing with the Disclosing Party or soliciting its employees or customers.

Permitted Disclosures

The Receiving Party may disclose Confidential Information only to its:

• Affiliates
• Legal counsel
• Financial advisors
• Fund managers

Who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

Safeguards

The Receiving Party shall:

• Implement and maintain reasonable administrative, technical, and physical safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, consistent with Idaho best practices and applicable industry standards. These safeguards shall include, but not be limited to, secure document storage, access controls, and encrypted electronic communications.

Term

The obligations of confidentiality under this Agreement shall:

• Option A: Commence on the Effective Date and continue for a period of [Number] years after the termination of discussions or the termination of the relationship between the parties.
• Option B: Commence on the Effective Date and continue perpetually with respect to trade secrets as defined by the Idaho Uniform Trade Secrets Act (I.C. § 48-801 et seq.).

Return or Destruction of Confidential Information

Upon the Disclosing Party's written request or upon termination of discussions between the parties, the Receiving Party shall:

• Promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including all copies, summaries, and extracts thereof, or at the Disclosing Party's option, destroy all such materials and provide the Disclosing Party with written certification of such destruction. This includes all hard copy, digital, cloud, and email backups.

Notification of Unauthorized Disclosure

The Receiving Party shall:

• Immediately notify the Disclosing Party in writing upon discovery of any actual or suspected unauthorized use or disclosure of the Confidential Information and shall cooperate fully with the Disclosing Party in any investigation or legal proceeding relating to such unauthorized use or disclosure.

Remedies

The parties agree that:

• Monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other remedies available at law or in equity. The Disclosing Party may seek immediate court intervention under Idaho law if irreparable harm is likely from unauthorized disclosure.
• The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Receiving Party or its Representatives.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• The parties shall first attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation.
• If mediation fails, the dispute shall be resolved by binding arbitration in [City, Idaho] in accordance with the rules of the American Arbitration Association, or by litigation in the courts of [County] County, Idaho.

Governing Law

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

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.

No 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.

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.

Assignment

This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

Authority

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

No Joint Venture

Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between the parties. No equity interest is created by this NDA.

Consideration

The mutual disclosure of Confidential Information and the opportunity to explore a potential business relationship constitute good and valuable consideration for this Agreement.

Idaho Specific Considerations

This Agreement is intended to comply with all applicable requirements of Idaho law, including the Idaho Uniform Trade Secrets Act (I.C. § 48-801 et seq.). The parties acknowledge that the definitions of Confidential Information and the restrictions on use and disclosure are reasonable and necessary to protect the Disclosing Party's legitimate business interests.

• If personal data is shared, the receiving party shall comply with all applicable Idaho data privacy laws and regulations.

[Optional Clause: Reverse Engineering Restriction]

• The Receiving Party agrees not to reverse engineer, decompile, or disassemble any software or other technology disclosed by the Disclosing Party.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]