Mississippi investor nda template

Mississippi Investor Non-Disclosure Agreement

This Mississippi Investor Non-Disclosure Agreement (this “Agreement”) is made and entered into as of [Date], by and between:

• [Discloser Legal Name], a [Entity Type, e.g., Mississippi corporation] with its principal place of business at [Discloser Address], hereinafter referred to as “Discloser,” represented by [Discloser Representative Name], whose contact details are [Discloser Representative Phone] and [Discloser Representative Email],

and

• [Investor Legal Name], a [Entity Type, e.g., Mississippi limited liability company] with its principal place of business at [Investor Address], hereinafter referred to as “Investor,” represented by [Investor Representative Name], whose contact details are [Investor Representative Phone] and [Investor Representative Email].

Recitals

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

WHEREAS, Discloser desires to disclose such Confidential Information to Investor for the sole purpose of Investor’s evaluation of a potential investment or business relationship with Discloser in Mississippi; and

WHEREAS, Investor desires to receive such Confidential Information and to protect its confidentiality in accordance with the terms of this Agreement.

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

• Definition of Confidential Information

Confidential Information means any and all information disclosed by Discloser to Investor, whether orally, in writing, electronically, or visually, relating to Discloser’s business, including, but not limited to:

• Business plans, projections, and financial statements

• Capitalization tables and investment terms

• Intellectual property assets (patents, trademarks, trade secrets)

• Product or service designs, technical data, software source code, and algorithms

• Customer/client lists and supplier/vendor data

• Marketing strategies and business models

• Contract terms with third parties

• Pricing and personnel/organizational information

• All other information relating to the potential investment

• Mississippi-specific business data or proprietary methods unique to local industries.

• Exclusions from Confidential Information

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

• Option A: Is or becomes publicly available through no fault of Investor.

• Option B: Was known to Investor prior to its disclosure by Discloser, as evidenced by Investor’s written records.

• Option C: Is independently developed by Investor without use of or reference to the Confidential Information, as evidenced by Investor's written records.

• Option D: Is lawfully received by Investor from a third party without restriction on disclosure.

Investor must provide explicit written proof for any of these exceptions.

• Use of Confidential Information

Investor agrees to use the Confidential Information solely for the purpose of evaluating a potential investment in or business relationship with Discloser. Investor shall not use the Confidential Information for any other purpose, including, but not limited to:

• Option A: Engaging in any competitive activities.

• Option B: Disclosing the Confidential Information to other potential investors or advisors without Discloser’s prior written consent.

• Protection of Confidential Information

Investor agrees to protect the Confidential Information with no less than commercially reasonable care (or Mississippi “reasonable person” standard), which shall include:

• Option A: Maintaining physical, electronic, and procedural safeguards appropriate to the sensitivity of the Confidential Information.

• Option B: Storing the Confidential Information securely and encrypting digital information.

• Option C: Limiting internal access to the Confidential Information only to key personnel, agents, or advisors directly involved in the evaluation. Investor shall be responsible for their compliance with this Agreement.

Sharing with legal, accounting, or financial professionals is permitted only on a strict need-to-know basis, with those third parties bound by confidentiality at least as restrictive as this Agreement. Such disclosures must be documented.

• Term and Termination

The confidentiality obligations under this Agreement shall commence as of the Effective Date and shall continue for a period of:

• Option A: Three (3) years from the date of last disclosure.

• Option B: Five (5) years from the date of last disclosure.

• Option C: Permanently for trade secrets as defined by the Mississippi Uniform Trade Secrets Act (MUTSA).

Upon written request by Discloser or upon conclusion of the investment negotiations, Investor shall:

• Option A: Promptly return all Confidential Information, including notes, analyses, and derivative documents.

• Option B: Certify in writing that all Confidential Information has been destroyed.

• Notification of Unauthorized Disclosure

Investor shall promptly notify Discloser in writing of any actual or suspected unauthorized access to or disclosure of the Confidential Information and shall cooperate fully with Discloser in any remedial or legal proceedings.

• Remedies

Investor acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser. Therefore, Discloser shall be entitled to:

• Option A: Seek injunctive relief to prevent any further unauthorized disclosure or use.

• Option B: Recover actual and consequential damages, including attorneys’ fees.

• Option C: Specific performance

• Option D: Negotiated penalties (if enforceable under Mississippi law).

• Compelled Disclosure

If Investor is required to disclose Confidential Information by law, regulation, or legal process:

• Investor shall provide Discloser with prompt written notice prior to such disclosure.

• Investor shall reasonably cooperate with Discloser in seeking a protective order or other appropriate remedy under Mississippi law.

• Governing Law and Venue

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

• Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: The parties shall first attempt to resolve the dispute through good faith negotiation.

• Option B: If negotiation fails, the parties shall attempt to resolve the dispute through mediation.

• Option C: If mediation fails, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to be conducted in Mississippi by a neutral arbitrator with experience in investment and commercial matters.

• Compliance with Mississippi Law

This Agreement is intended to comply with the Mississippi Uniform Trade Secrets Act (MUTSA) and other applicable Mississippi statutes governing contracts, evidentiary rules, and data security.

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

• Assignment

Investor may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser, except in connection with a merger or acquisition as permitted by Mississippi law.

• 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.

• Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

• 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, or sent by overnight courier to the addresses set forth above.

• Authority

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

• No Obligation to Invest

Nothing in this Agreement shall be construed to create any obligation on the part of Investor to invest in or enter into any business relationship with Discloser. If no deal eventuates, Confidential Information will be returned as stipulated above.

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

[Discloser Legal Name]

By: [Discloser Representative Name]

Title: [Discloser Representative Title]

[Investor Legal Name]

By: [Investor Representative Name]

Title: [Investor Representative Title]