Maryland investor nda template

Maryland Investor Non-Disclosure Agreement

This Maryland 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], hereinafter referred to as “Discloser,”

and

• [Investor Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Investor Address], and/or its representatives, employees, agents, or affiliates, hereinafter referred to as “Recipient.”

WHEREAS, Discloser possesses certain confidential and proprietary information; and

WHEREAS, Discloser desires to disclose such information to Recipient for the purpose of evaluating a potential investment or collaboration.

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

Definition of Confidential Information

Confidential Information shall mean any and all information disclosed by Discloser to Recipient, whether orally, visually, in writing, electronically, or by any other means, 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. This includes, but is not limited to:

• Proprietary business plans
• Deal terms
• Investment strategies
• Financials
• Intellectual property
• Due diligence materials
• Valuation information
• Business models
• Market analyses
• Future fundraising pipelines
• Client identities
• Customer lists
• Technical data
• Contracts
• Software source code
• Any information or data disclosed during meetings, pitch decks, site visits, or electronic communication directly tied to the investment opportunity.

Exclusions from Confidential Information

The obligations 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 rightfully in Recipient’s possession prior to disclosure by Discloser.
• Option C: Is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information, as evidenced by written documentation.
• Option D: Is required to be disclosed by law or court order, provided that Recipient gives Discloser prompt written notice prior to such disclosure and cooperates with Discloser, at Discloser’s expense, to obtain a protective order or other appropriate remedy.

Permitted Use

Recipient agrees to use the Confidential Information solely for the purpose of evaluating, negotiating, or discussing a potential investment or collaboration with Discloser. Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, personal gain, competitive purposes, or other ventures.

Access and Disclosure Limitations

• Recipient shall limit access to the Confidential Information to its employees, agents, affiliates, and legal or financial advisors (collectively, “Representatives”) who have a legitimate need to know the information for the Permitted Use.
• Recipient shall ensure that its Representatives are bound by confidentiality obligations no less restrictive than those contained in this Agreement, and that such Representatives are not subject to any conflicting obligations, including but not limited to, pre-existing NDAs or legal duties under Maryland law.

Data Protection and Security Measures

Recipient shall implement and maintain commercially reasonable administrative, physical, and digital safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, in accordance with the Maryland Personal Information Protection Act (PIPA) and applicable data breach notification requirements. These safeguards shall include, but are not limited to, appropriate storage, access controls, password protections, encryption standards, and protocols for record destruction upon request or termination.

Term

• Option A: The confidentiality obligations under this Agreement shall continue for a period of [Number] years from the Effective Date.
• Option B: With respect to information that constitutes a trade secret under the Maryland Uniform Trade Secrets Act, the confidentiality obligations shall continue perpetually.

Return of Confidential Information

Upon completion of investment negotiations, termination of discussions, or Discloser’s written request, Recipient shall promptly return or destroy all Confidential Information, including all copies, summaries, and extracts thereof, in tangible form and shall certify to Discloser in writing that all such Confidential Information has been returned or destroyed. Recipient shall also permanently delete all electronic copies of the Confidential Information.

Notification of Loss or Unauthorized Disclosure

In the event of any loss, unauthorized access, or potential breach of the Confidential Information, Recipient shall promptly notify Discloser in writing, providing full disclosure of all known details and shall actively cooperate with Discloser in mitigation and investigation efforts, as required by Maryland law.

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. Accordingly, Discloser shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity. Recipient also agrees to reimburse Discloser for all costs and expenses, including reasonable attorney’s fees, incurred by Discloser in enforcing the terms of this Agreement.

No Obligation to Invest

Nothing in this Agreement shall be construed as obligating Recipient to proceed with any investment or other transaction with Discloser. Nor does this Agreement grant any right, license, or interest to the Recipient in the Confidential Information except for the evaluation purpose as specified herein.

Disclosure to Advisors

Recipient may disclose Confidential Information to its legal and financial advisors solely for the purpose of evaluating a potential investment, provided that such advisors are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

No Waiver

No failure or delay by Discloser in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

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. The parties shall negotiate in good faith to replace such provision with a valid and enforceable provision that achieves the original intent of the parties as closely as possible.

Amendment

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

Assignment

Recipient shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of Discloser, except in connection with a bona fide merger or acquisition as recognized by Maryland law.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved first by negotiation, then mediation or arbitration in Maryland. The exclusive venue for any legal action shall be in Baltimore City or a mutually agreed Maryland venue.

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.

Acknowledgment

Each party acknowledges that it has had the opportunity to seek independent Maryland legal counsel regarding this Agreement and is entering into this Agreement voluntarily and knowingly.

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

Discloser:

[Disclosing Party Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Address: [Disclosing Party Address]

Email: [Disclosing Party Email]

Phone: [Disclosing Party Phone]

Recipient:

[Investor Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Address: [Investor Address]

Email: [Investor Email]

Phone: [Investor Phone]