Kentucky investor nda template

Kentucky Investor NDA

This Kentucky Investor Nondisclosure Agreement (the "Agreement") is made and effective as of [Effective Date] by and between:

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

RECITALS

Discloser possesses certain confidential information that it desires to disclose to Recipient for the purpose of [Purpose of Disclosure, e.g., evaluating a potential investment, conducting due diligence]. Recipient is willing to receive such information subject to the terms and conditions set forth herein.

AGREEMENT

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, or by any other means, including but not limited to:

• Business plans.
• Proprietary technology data.
• Non-public financial statements.
• Intellectual property details.
• Proprietary algorithms.
• Customer lists.
• Contracts.
• Regulatory filings.
• Market strategies.
• Investment memoranda.
• Pricing information.
• Discussions between the parties.
• All data exchanged regardless of format (written, oral, electronic, visual, and whether disclosed prior to or after signing). This definition is intended to align with the scope of trade secrets under the Kentucky Uniform Trade Secrets Act (KRS 365.880 et seq.).

2. Exclusions from Confidential Information

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

• Option A: Is or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives in violation of this Agreement.
• Option B: Was known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's contemporaneous written records.
• Option C: Is rightfully received by Recipient from a third party who is not bound by any obligation of confidentiality with respect thereto.
• Option D: Is independently developed by Recipient without use of or reference to the Confidential Information, as evidenced by Recipient's contemporaneous written records.
• Option E: Is required to be disclosed pursuant to a valid order of a court or governmental agency of competent jurisdiction in Kentucky, provided that Recipient provides Discloser with reasonable prior written notice of such required disclosure and takes reasonable steps to contest or limit the scope of such disclosure.

3. Permitted Use

Recipient shall use the Confidential Information solely for the purpose of [Specific Permitted Purpose, e.g., evaluating a potential investment, conducting due diligence] ("Permitted Purpose").

• Option A: Recipient shall not use the Confidential Information for any other purpose, including but not limited to competing with Discloser, for personal benefit, or for any other unrelated venture.
• Option B: Recipient shall not reverse engineer, disassemble, or decompile any Confidential Information.

4. Recipient's Representatives

Recipient may disclose the Confidential Information to its Representatives (i.e., partners, employees, advisors, affiliates, and potential co-investors) who have a need to know the Confidential Information for the Permitted Purpose.

• Option A: Recipient shall inform its Representatives of the confidential nature of the Confidential Information and shall ensure that its Representatives comply with the terms and conditions of this Agreement. Recipient shall be responsible for any breach of this Agreement by its Representatives.
• Option B: Prior to disclosing any Confidential Information to potential co-investors, Recipient shall obtain a signed confidentiality agreement from such co-investors with terms substantially similar to those contained herein.
• Option C: Recipient shall provide Discloser with a list of all persons and entities to whom Confidential Information has been disclosed upon Discloser's written request.

5. Protection of Confidential Information

Recipient shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of similar nature, but in no event less than reasonable care.

• Option A: Recipient shall implement and maintain reasonable security measures to protect the Confidential Information, including secure digital storage, transmission protocols, and access limitations.
• Option B: Recipient shall not make any copies of the Confidential Information without Discloser's prior written consent, except as reasonably necessary for the Permitted Purpose.

6. Term

The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years.

• Option A: The obligations of confidentiality under this Agreement shall survive the termination of this Agreement and shall continue for so long as the information retains its confidential or trade secret status under Kentucky law, specifically KRS 365.880 et seq.
• Option B: With respect to any information that constitutes a "trade secret" under Kentucky law, as defined in KRS 365.880 et seq., the obligations of confidentiality shall continue indefinitely.

7. Return or Destruction of Confidential Information

Upon Discloser's written request or upon termination of this Agreement, Recipient shall promptly return to Discloser or destroy all Confidential Information in its possession or control, including all copies thereof.

• Option A: If Recipient destroys the Confidential Information, Recipient shall provide Discloser with a written certification of destruction.
• Option B: Recipient may retain one copy of the Confidential Information for archival purposes, subject to the ongoing obligations of confidentiality under this Agreement, provided such retention is consistent with legal and regulatory requirements.

8. Notification of Breach

Recipient shall immediately notify Discloser in writing upon becoming aware of any actual or suspected breach of this Agreement, or any unauthorized use, access, or disclosure of the Confidential Information.

• Option A: Recipient shall cooperate fully with Discloser in investigating any such breach and in mitigating any potential damages.
• Option B: Recipient shall provide Discloser with all information reasonably requested by Discloser in connection with such breach.

9. Remedies

Recipient acknowledges that unauthorized use or disclosure of the Confidential Information would cause irreparable harm to Discloser for which monetary damages may be inadequate.

• Option A: Discloser shall be entitled to seek injunctive relief in a Kentucky court of competent jurisdiction to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or equity. Kentucky courts recognize irreparable harm to the discloser in cases involving trade secrets or confidential information.
• Option B: Discloser shall be entitled to recover from Recipient all damages, including but not limited to compensatory damages, attorneys' fees, and costs, incurred by Discloser as a result of any breach of this Agreement.
• Option C: Recipient agrees to pay liquidated damages of [Dollar Amount] to Discloser in the event of any unauthorized disclosure of the Confidential Information.

10. Non-Solicitation and Non-Circumvention

If the Permitted Purpose involves introductions to Discloser's business partners, employees, or customers, Recipient agrees not to solicit or attempt to solicit such persons for employment or business purposes during the term of this Agreement and for a period of [Number] years thereafter, nor to circumvent Discloser in any business opportunities.

11. Governing Law and Venue

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

• Option A: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Kentucky.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be conducted in [City Name], Kentucky.

12. Representations and Warranties

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

• Option A: Each party represents and warrants that it is not subject to any conflicting obligations that would prevent it from complying with the terms of this Agreement.
• Option B: Discloser represents and warrants that it has the right to disclose the Confidential Information to Recipient.

13. No License

Nothing in this Agreement shall be construed as granting Recipient any license or ownership rights to the Confidential Information, including any intellectual property rights.

14. No Obligation to Transact

This Agreement does not create any obligation on either party to enter into any further agreement or transaction.

15. Compliance with Kentucky Privacy Laws

Each party agrees to comply with all applicable Kentucky privacy and data breach notification laws, including KRS 365.732 on data security, and related statutes if handling personal data.

16. Notices

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.

• Option A: Notices may also be sent by email to [Discloser Email Address] and [Recipient Email Address], provided that a confirmation of receipt is requested and received.

17. Amendment and Waiver

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

• Option A: 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.

18. Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

19. Severability

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

20. 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.

21. No Joint Venture

Nothing in this Agreement shall be construed to create a joint venture, partnership, agency, or employment relationship between the parties. All disclosures are at the Discloser's sole discretion.

22. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

• Option A: This Agreement may be executed by electronic or digital signature, which shall be deemed to have the same force and effect as an original signature under Kentucky law (KRS 369.101 et seq.).

23. Special Terms

If either party operates in a regulated industry (e.g., healthcare, financial services), the parties agree to comply with all applicable industry-specific confidentiality laws and standards, such as HIPAA, GLBA, or SEC regulations. [Include any additional specific terms relevant to the regulated industry]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Disclosing Party Legal Name]

By: [Discloser Name]

Title: [Discloser Title]

[Receiving Party Legal Name]

By: [Recipient Name]

Title: [Recipient Title]