Minnesota investor nda template

Minnesota Investor Non-Disclosure Agreement

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

[Disclosing Party Name], a [Entity Type, e.g., Minnesota Corporation], with a principal place of business at [Disclosing Party Address] ("Discloser"), and

[Receiving Party Name], a [Entity Type, e.g., Limited Liability Company], with a principal place of business at [Receiving Party Address] ("Recipient").

Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by the Discloser to the Recipient, whether orally, visually, in writing, electronically, or in any other form, concerning the Discloser's business, finances, technology, or other affairs, including but not limited to:

• Business plans and financial projections specific to the investment offering
• Strategic presentations and pitch decks
• Valuation models
• Intellectual property assets
• Due diligence reports
• Business methods
• Legal and regulatory compliance documents
• Prospective and existing customer and vendor lists
• Nonpublic company data
• Future fundraising or acquisition plans
• Any information shared in the process of seeking, offering, or evaluating investment.

Option B: "Confidential Information" means all information designated as confidential by the Discloser, or that reasonably would be understood to be confidential under the circumstances, relating to [Specific Subject Matter, e.g., the Discloser’s new medical device technology].

Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly available through no fault of the Recipient.
• Was already lawfully in the Recipient's possession prior to disclosure by the Discloser.
• Is independently developed by the Recipient without reference to or use of the Discloser's Confidential Information.
• Is lawfully obtained by the Recipient from a third party not in breach of any obligation of confidentiality.
• Is required to be disclosed by Minnesota state or U.S. federal law, regulation, or court order, provided that the Recipient shall provide the Discloser with prompt written notice of such requirement (to the extent legally permissible) and shall cooperate with the Discloser in seeking a protective order or other appropriate remedy.

Permitted Use

The Recipient shall use the Confidential Information solely for the purpose of evaluating and negotiating a potential investment or transaction with the Discloser.

The Recipient shall not use the Confidential Information for any other purpose, including but not limited to personal gain, competitive activity, or any unrelated business venture.

Disclosure Restrictions

The Recipient shall not disclose the Confidential Information to any third party, except to its employees, partners, affiliates, or professional advisors (including legal and financial counsel) who have a strict need to know the Confidential Information for the purpose of evaluating the potential investment and who are bound by written confidentiality obligations no less restrictive than those contained in this Agreement.

The Recipient shall be responsible for any breach of this Agreement by any such employee, partner, affiliate, or advisor.

Security Measures

The Recipient shall take industry-appropriate and Minnesota-reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure, including but not limited to:

• Controlled physical and digital access.
• Password protection.
• Encryption (where appropriate under current best practices).
• Restrictions on copying and sharing.
• Adherence to applicable Minnesota data breach and notification statutes (Minn. Stat. §§ 325E.61, 325E.64).

Notification of Unauthorized Disclosure

The Recipient shall promptly notify the Discloser upon becoming aware of any actual or suspected unauthorized disclosure, loss, or misuse of the Confidential Information.

The Recipient shall fully cooperate with the Discloser in investigating and remediating any such unauthorized disclosure, loss, or misuse.

Confidentiality Period

Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the Effective Date.

Option B: With respect to Confidential Information that constitutes a trade secret under the Minnesota Uniform Trade Secrets Act (Minn. Stat. §§ 325C.01 et seq.), the obligations of confidentiality under this Agreement shall continue until such information ceases to qualify as a trade secret by lawful means.

Return or Destruction of Confidential Information

Upon the conclusion of investment discussions, termination of the relationship between the parties, or at the Discloser's written request, the Recipient shall promptly return or securely destroy all Confidential Information, including any electronic or physical copies, notes, analyses, or summaries thereof. The Recipient shall certify in writing its compliance with this section.

Remedies for Breach

The Discloser shall be entitled to seek injunctive relief, equitable measures, and compensatory damages under Minnesota law for any breach of this Agreement by the Recipient.

Option A: In addition to the foregoing remedies, the Recipient agrees to pay liquidated damages of [Dollar Amount] for each instance of unauthorized disclosure of Confidential Information.

Option B: (No Liquidated Damages) In the event of a breach, the parties will determine damages as required by Minnesota Law.

No Partnership or Agency

This Agreement does not create any partnership, joint venture, or agency relationship between the parties.

No license or intellectual property rights are granted by this Agreement, except as required to evaluate the potential investment.

Governing Law and Jurisdiction

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

Any dispute arising out of or relating to this Agreement shall be adjudicated in the appropriate state or federal courts located in [County Name] County, Minnesota.

Prior to commencing any litigation or arbitration, the parties shall first attempt to resolve any dispute through good faith negotiation or mediation.

Data Privacy and Protection

Each party shall comply with all applicable Minnesota and federal data privacy and protection laws, including but not limited to Minn. Stat. Chapter 13, regarding the handling of any personal data disclosed pursuant to this Agreement.

Government Disclosures

Nothing in this Agreement shall restrict the Recipient from making disclosures to government authorities or regulators (such as the SEC or Minnesota Department of Commerce) as required for legal compliance.

To the extent legally permissible, the Recipient shall provide the Discloser with advance notice of any such required disclosure.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and that this Agreement is binding upon it.

Amendment and Waiver

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

Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party, except in connection with a change of control of a party, provided that the other party is given prompt written notice of such change of control.

Severability

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

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.

Counterparts and Electronic Signatures

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.

Electronic signatures shall be valid and binding to the same extent as original signatures, in accordance with the Minnesota Uniform Electronic Transactions Act (Minn. Stat. § 325L).

Equitable Relief

The parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Discloser shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach, in addition to all other remedies available at law or in equity under Minnesota law.

Investor Context

The restrictions in this Agreement shall not preclude the Recipient from considering or investing in other businesses that are not direct recipients of the Discloser's Confidential Information and do not use such information. General industry experience and unprotected knowledge shall not constitute a breach of this Agreement.

Coordination with Other Agreements

This Agreement is [Independent, or Subordinate to Term Sheet dated [Date]]

In case of a conflict, [This Agreement, or Term Sheet] shall control

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

[Disclosing Party Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Receiving Party Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]