Kansas investor nda template

Kansas Investor Nondisclosure Agreement

This Kansas Investor Nondisclosure Agreement (the "Agreement") is made and entered into as of this [Date], by and between:

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

The Disclosing Party is willing to disclose certain confidential information to the Recipient for the sole purpose of evaluating a potential investment in [Startup/Company/Project Name].

1. Definition of Confidential Information

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

• Business plans, financial projections, and capitalization tables.
• Detailed investor decks and due diligence findings.
• Technical data, market analyses, and intellectual property disclosures.
• Material contracts and customer and supplier information.
• Investment terms and term sheets.
• Strategies, proprietary business processes, and non-public legal documents.
• R&D results, personnel information related to investment decisions, and any other information disclosed during negotiations.

2. Exclusions from Confidentiality

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 Recipient or its representatives in violation of this Agreement.
• Was already known to the Recipient prior to its disclosure by the Disclosing Party, as evidenced by written records.
• Is independently developed by the Recipient without use of or reference to the Disclosing Party's Confidential Information.
• Is lawfully obtained by the Recipient from a third party who is not bound by any confidentiality obligation with respect to such information.
• Is required to be disclosed by law, regulation, court order, or other governmental authority in Kansas or the United States.
• Option A: Recipient will provide prompt written notice to Disclosing Party prior to such disclosure to allow Disclosing Party to seek a protective order or other appropriate remedy.
• Option B: Recipient will use commercially reasonable efforts to obtain a protective order or other appropriate remedy to prevent or limit such disclosure.

3. Use of Confidential Information

The Recipient agrees to use the Confidential Information solely for the purpose of evaluating a potential investment in the Disclosing Party.

• The Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, competitive purposes or personal benefit.
• The Recipient may disclose the Confidential Information only to its employees, officers, directors, members, partners, agents, advisors, and potential co-investors (collectively, "Representatives") who have a need to know such information for the evaluation of the potential investment.
• The Recipient shall ensure that its Representatives are informed of the confidential nature of the Confidential Information and are bound by written obligations of confidentiality at least as protective as those contained in this Agreement.

4. Protection of Confidential Information

The Recipient agrees to protect the Confidential Information from unauthorized use, disclosure, or access.

• Option A: The Recipient shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Option B: The Recipient shall implement and maintain reasonable security measures, including physical, technical, and administrative safeguards, to protect the Confidential Information.
• Option C: The Recipient will store all Confidential Information in a secure location with restricted access.
• The Recipient will promptly notify the Disclosing Party upon becoming aware of any unauthorized use, disclosure, or access to the Confidential Information.

5. Term and Termination

The obligations under this Agreement shall commence as of the Effective Date and shall continue for a period of [Number] years thereafter.

• Option A: For information constituting a "trade secret" under the Kansas Uniform Trade Secrets Act, K.S.A. 60-3320 et seq., the obligations of confidentiality shall continue indefinitely.
• Option B: Either party may terminate this Agreement upon written notice to the other party.
• Upon termination of this Agreement, or at any time upon the Disclosing Party's written request, the Recipient shall promptly return to the Disclosing Party or destroy all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination of this agreement, the Recipient shall:

• Promptly return to the Disclosing Party all tangible embodiments of the Confidential Information, including documents, drawings, specifications, reports, and other materials.
• Destroy all electronic copies of the Confidential Information, including those stored on computers, servers, and backup media.
• Certify in writing to the Disclosing Party that it has complied with the requirements of this section.

7. Breach and Remedies

The Recipient acknowledges that unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party.

• In the event of a breach or threatened breach of this Agreement by the Recipient, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, including, but not limited to, monetary damages and specific performance.
• The Recipient shall indemnify and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Recipient or its Representatives.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, 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 the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Kansas].
• Option C: If the dispute is not resolved through mediation, it shall be resolved by binding arbitration in [City, Kansas] in accordance with the rules of the American Arbitration Association.
• Option D: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County, Kansas], and the parties hereby consent to the jurisdiction of such courts.

9. Compliance with Kansas Law

The parties agree to comply with all applicable Kansas laws and regulations in connection with this Agreement, including, but not limited to, the Kansas Uniform Trade Secrets Act (K.S.A. 60-3320 et seq.) and the Kansas Consumer Protection Act.

10. Permitted Disclosure to Advisors

Notwithstanding anything to the contrary in this Agreement, the Recipient may disclose the Confidential Information to its attorneys, accountants, and other professional advisors who have a need to know such information for the evaluation of the potential investment, provided that such advisors are bound by written obligations of confidentiality at least as protective as those contained in this Agreement.

11. No Obligation to Invest

Nothing in this Agreement shall be construed as obligating the Recipient to make any investment in the Disclosing Party. All Confidential Information remains the exclusive property of the Disclosing Party.

12. Assignment

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

• Option A: Notwithstanding the foregoing, this Agreement may be assigned by operation of law or in connection with a merger, acquisition, or sale of all or substantially all of the assigning party's assets.
• Option B: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13. 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.

14. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

15. 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.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Recipient Name]

By: [Name]

Title: [Title]