Michigan investor nda template

Michigan Investor Non-Disclosure Agreement

This Michigan Investor Non-Disclosure Agreement (the "Agreement") is made and effective as of [Date], by and between:

• [Disclosing Party Name], a [State of Incorporation] corporation, with its principal place of business at [Disclosing Party Address] ("Discloser"), and
• [Recipient Name], residing at [Recipient Address] ("Recipient").

Recitals

WHEREAS, Discloser possesses certain confidential information relating to [Description of Project, Business, or Transaction]; and

WHEREAS, Discloser desires to disclose such information to Recipient for the purpose of [Purpose of Disclosure, e.g., evaluating a potential investment].

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

1. Definition of Confidential Information

• Confidential Information shall mean any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, or by any other means, including but not limited to:
  • Company financial data.
  • Business models.
  • Investment strategies and returns.
  • Trade secrets.
  • Proprietary technology.
  • Intellectual property documentation.
  • Pitch decks.
  • Business plans.
  • Cap tables.
  • Term sheets.
  • Customer/vendor/supplier lists.
  • Revenue figures.
  • Investor presentations.
  • Negotiation materials.
  • Market analysis.
  • Any non-public information.

2. Exclusions from Confidential Information

• The obligations of confidentiality shall not apply to information that:
  • Option A: Is or becomes publicly available through no fault of Recipient.
  • Option B: Was rightfully known to Recipient without restriction prior to its disclosure by Discloser.
  • Option C: Is rightfully received by Recipient from a third party without a duty of confidentiality.
  • Option D: Is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.
  • Option E: Is required to be disclosed by law, regulation, or court order, provided that Recipient provides Discloser with prompt notice to allow Discloser to seek a protective order or other appropriate remedy (where legally permissible).

3. Permitted Use

• Recipient shall use the Confidential Information solely for the purpose of [Specify Permitted Purpose, e.g., evaluating a potential investment] (the "Permitted Purpose").
  • Option A: Recipient shall not use the Confidential Information for any other purpose.
  • Option B: Recipient shall not disclose the Confidential Information to any third party, except as expressly permitted herein.

4. Standard of Care

• Recipient shall 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: Recipient will implement and maintain commercially reasonable security measures to protect the Confidential Information from unauthorized access or disclosure, including compliance with applicable Michigan data privacy laws.
  • Option B: Recipient may disclose the Confidential Information only to its partners, employees, and advisors who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

5. Notification of Breach

• Recipient shall immediately notify Discloser upon becoming aware of any actual or suspected breach of this Agreement, unauthorized access to or disclosure of the Confidential Information, or any other event that may compromise the confidentiality of the Confidential Information.

6. Return or Destruction of Confidential Information

• Upon the earlier of (a) the conclusion of the Permitted Purpose, (b) Discloser’s written request, or (c) [Number] days after the date of this Agreement, Recipient shall promptly return to Discloser all Confidential Information in its possession or control, including all copies, extracts, and summaries thereof, or, at Discloser’s option, destroy such Confidential Information and certify such destruction in writing to Discloser.

7. Term

• The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of this Agreement.
  • Option A: Notwithstanding the foregoing, the obligations of confidentiality with respect to any Confidential Information that constitutes a trade secret under the Michigan Uniform Trade Secrets Act shall continue for as long as such information remains a trade secret under applicable law.

8. Representations and Warranties

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

9. Non-Solicitation

• During the term of this Agreement and for a period of [Number] months thereafter, Recipient shall not, directly or indirectly, solicit or attempt to solicit for employment any employee of Discloser.

10. Remedies

• Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate.
  • Option A: Discloser shall be entitled to seek injunctive relief to prevent any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity.
  • Option B: In the event of any breach of this Agreement by Recipient, Recipient shall be liable to Discloser for all damages suffered by Discloser as a result of such breach, including but not limited to actual damages, consequential damages, and reasonable attorneys’ fees.

11. Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles.
  • Option A: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Michigan, and the parties hereby consent to the personal jurisdiction of such courts.
  • Option B: Any dispute arising under this agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association in Michigan.

12. 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.

13. 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.

14. Notice

• All notices required or permitted 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.

15. Assignment

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

16. Amendment

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

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

[Disclosing Party Name]

By: [Discloser Representative Name]

Title: [Discloser Representative Title]

[Recipient Name]

By: [Recipient Representative Name]

Title: [Recipient Representative Title]

[Discloser Phone Number]

[Discloser Email Address]

[Recipient Phone Number]

[Recipient Email Address]