Illinois investor nda template

Illinois Investor Non-Disclosure Agreement

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

[Disclosing Party Full Legal Name], with a principal place of business at [Disclosing Party Address] (“Disclosing Party”), and

[Receiving Party Full Legal Name], with a principal place of business at [Receiving Party Address] (“Receiving Party”).

The Disclosing Party intends to disclose certain confidential information to the Receiving Party for the purpose of evaluating a potential investment in [Disclosing Party Company Name] (the “Purpose”).

Option A: The contact information for the Disclosing Party is [Disclosing Party Contact Information].

Option B: The Disclosing Party's representative is [Disclosing Party Representative Name], at [Disclosing Party Representative Contact Information].

Option A: The contact information for the Receiving Party is [Receiving Party Contact Information].

Option B: The Receiving Party's representative is [Receiving Party Representative Name], at [Receiving Party Representative Contact Information].

1. 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 visually, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

Business plans and investment memoranda.

Proprietary technologies, including source code and algorithms.

Financial statements, valuation models, and cap tables.

Client and supplier lists.

Strategic projections.

Due diligence materials.

Intellectual property details, including patents, trademarks, and copyrights.

Legal compliance documentation.

User data, subject to Illinois privacy laws, including the Illinois Personal Information Protection Act.

2. Exclusions from Confidential Information

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

Is or becomes publicly available without breach of this Agreement by the Receiving Party.

Is already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by contemporaneous written records.

Is lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality to the Disclosing Party.

Is required to be disclosed by court order, subpoena, or other legal process.

The Receiving Party will provide prompt notice to the Disclosing Party of such requirement, where legally permissible, to allow the Disclosing Party to seek a protective order or other appropriate remedy.

The Receiving Party will limit its disclosure to the information that is legally required.

3. Purpose Limitation

The Receiving Party agrees to use the Confidential Information solely for the Purpose of internal investment analysis and decision-making relating to a potential investment in the Disclosing Party.

Option A: The Receiving Party shall not use the Confidential Information for any personal benefit, competitive venture, or third-party disclosure.

Option B: The Receiving Party may share the Confidential Information with its partners, officers, and professional advisors (collectively, “Representatives”) who have a need to know such information for the Purpose, provided such Representatives are bound by confidentiality obligations no less restrictive than those contained herein.

4. Obligations of Receiving Party

The Receiving Party 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 a reasonable degree of care.

Option A: The Receiving Party will implement and maintain reasonable and industry-standard security measures to safeguard the Confidential Information.

Option B: These measures include secure document storage, restricted access, encryption of electronic files, and proper control of information sharing.

5. Term and Termination

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

Option A: Upon the conclusion of discussions, withdrawal from investment consideration, or failure to complete the investment, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies thereof, in whatever form.

Option B: The Receiving Party shall provide the Disclosing Party with a written certification of such destruction.

6. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party in writing of any actual or suspected unauthorized use, disclosure, breach, or inadvertent loss of Confidential Information.

The Receiving Party will cooperate fully with the Disclosing Party in any efforts to mitigate the effects of such unauthorized use or disclosure.

7. Remedies

The Disclosing Party shall be entitled to all available legal and equitable remedies for any breach of this Agreement by the Receiving Party, including:

Compensatory and punitive damages for willful violations.

Specific performance and injunctive relief.

Recovery of reasonable attorneys' fees and court costs.

8. Governing Law and Dispute Resolution

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

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the parties.

Option B: If negotiation fails, the parties agree to submit to mediation in [City, Illinois].

Option C: Any unresolved dispute shall be resolved by binding arbitration in [City, Illinois] in accordance with the rules of the American Arbitration Association.

Option D: The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [County], Illinois.

9. Representations and Warranties

The Disclosing Party represents and warrants that it has the legal right to disclose the Confidential Information to the Receiving Party.

The Receiving Party represents and warrants that it has the authority to enter into this Agreement.

10. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any license or ownership rights in or to the Confidential Information, including any patents, copyrights, or other intellectual property rights.

11. Assignment

The Receiving Party shall not assign its rights or obligations under this Agreement without the prior written consent of the Disclosing Party.

12. 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.

13. Amendment

This Agreement may be amended only by a writing signed by both parties.

14. Severability

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

15. Illinois Specific Compliance

The parties acknowledge that certain confidentiality provisions may be limited or unenforceable under Illinois law, including overly broad non-competes and waivers of whistleblower rights. This agreement is intended to comply with applicable Illinois statutes, including the Illinois Trade Secrets Act, Illinois Uniform Deceptive Trade Practices Act, and Illinois Personal Information Protection Act (where applicable).

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

[Disclosing Party Full Legal Name]

By: [Disclosing Party Authorized Representative Name]

Title: [Disclosing Party Authorized Representative Title]

[Receiving Party Full Legal Name]

By: [Receiving Party Authorized Representative Name]

Title: [Receiving Party Authorized Representative Title]