Iowa investor nda template

Iowa Investor Non-Disclosure Agreement

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

• [Disclosing Party Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Disclosing Party Address], Phone: [Disclosing Party Phone], Email: [Disclosing Party Email] (the "Disclosing Party");
• and
• [Recipient Party Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Recipient Party Address], Phone: [Recipient Party Phone], Email: [Recipient Party Email] (the "Recipient Party").

Recitals

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, including but not limited to [Brief description of business and technology, e.g., an innovative agritech platform, a new manufacturing process, etc.] located and/or operating in Iowa; and

WHEREAS, the Disclosing Party desires to disclose such Confidential Information to the Recipient Party for the sole purpose of evaluating a potential investment in the Disclosing Party ([Specifically describe the purpose, e.g., potential equity investment, due diligence review, etc.]); and

WHEREAS, the Recipient Party desires to receive such Confidential Information for the aforementioned purpose and is willing to protect the confidentiality thereof.

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

1. Definition of Confidential Information

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

• business plans
• pitch decks
• financial statements
• intellectual property filings
• sensitive market analysis
• investment structures
• legal documents
• technology overviews
• product prototypes
• customer and vendor data
• strategic partnerships
• discussions
• documents shared during the Recipient Party’s review.

2. Exceptions to Confidential Information

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

• is or becomes publicly known through no fault of the Recipient Party;
• was already in the lawful possession of the Recipient Party prior to its disclosure by the Disclosing Party, as evidenced by the Recipient Party's written records;
• is rightfully received by the Recipient Party from a third party who is not under any obligation of confidentiality to the Disclosing Party;
• is independently developed by the Recipient Party without use of or reference to the Disclosing Party's Confidential Information; or
• is required to be disclosed by law, regulation, or legal process, provided that the Recipient Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

3. Use of Confidential Information

• Option A: The Recipient Party shall use the Confidential Information solely for the purpose of evaluating a potential investment in the Disclosing Party.
• Option B: The Recipient Party may use the Confidential Information for internal investment evaluation and due diligence in relation to the Iowa company.

The Recipient Party shall not:

• commercialize the Confidential Information;
• use the Confidential Information in any competing venture; or
• disclose the Confidential Information to any third party, including, but not limited to, portfolio companies, parent/affiliate companies, or other investors, without the Disclosing Party's prior written consent.

4. Security Measures

The Recipient Party shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care. This includes:

• secure digital storage
• encryption
• restricted access by named individuals
• maintenance of access logs (if applicable)
• compliance with Iowa’s data protection, privacy, and cybersecurity laws.

5. Notification of Unauthorized Disclosure

In the event of any unauthorized access, breach, or suspected compromise of the Confidential Information, the Recipient Party shall:

• promptly notify the Disclosing Party in writing, and
• cooperate fully with the Disclosing Party in any investigation and mitigation efforts, including tracing, reporting, and recovery efforts, referencing Iowa Code § 715C.2.

6. Return of Confidential Information

• Option A: Upon the completion of the investment evaluation, the end of negotiations, or the Disclosing Party's earlier written demand, the Recipient Party shall promptly return all Confidential Information to the Disclosing Party and destroy all copies thereof, including electronic copies.
• Option B: Upon the completion of the investment evaluation, the end of negotiations, or the Disclosing Party's earlier written demand, the Recipient Party shall promptly return all Confidential Materials and certified derivatives and irreversibly destroy all electronic/digital copies, including in backups or cloud storage, with written certification of destruction if requested.

7. Term

The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date hereof. The obligations related to trade secrets under Iowa Code § 550 shall continue indefinitely.

8. Non-Circumvention

The Recipient Party agrees not to circumvent the Disclosing Party by directly contacting key personnel, suppliers, customers, or business partners identified through the Confidential Information for the term of this agreement.

9. Disclosure to Advisors

The Recipient Party may disclose Confidential Information to its professional advisors (attorneys, accountants) provided they are subject to equivalent written confidentiality agreements. The Recipient Party shall be responsible for any breach of this Agreement by such advisors.

10. Reverse Engineering

The Recipient Party shall not reverse engineer, decompile, or analyze any physical or electronic assets shared by the Disclosing Party unless otherwise permitted in writing.

11. Remedies

In the event of a breach of this Agreement, the Disclosing Party shall be entitled to:

• injunctive relief
• compensatory damages (subject to Iowa law)
• attorney's fees
• waiver of bond for injunctive relief (where allowed under Iowa law).

12. Governing Law and Jurisdiction

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

13. Dispute Resolution

Prior to initiating any legal action, the parties agree to engage in good-faith negotiation and mediation in an effort to resolve any dispute arising under this Agreement.

14. Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and that the execution, delivery, and performance of this Agreement do not violate any other agreement to which it is a party.

15. General Provisions

• 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.
• Amendment: This Agreement may be amended only by a writing signed by both parties.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• 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.
• 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.
• Notice: 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 reputable overnight courier service to the addresses set forth above.

Signature

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

[Disclosing Party Name]

By: [Disclosing Party Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

[Recipient Party Name]

By: [Recipient Party Signature]

Name: [Recipient Party Printed Name]

Title: [Recipient Party Title]