Missouri investor nda template

Missouri Investor Non-Disclosure Agreement

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

[Disclosing Party Name], a [State of Organization] [Entity Type], with a business address at [Disclosing Party Address], represented by [Authorized Signatory Name], its [Authorized Signatory Title] (“Disclosing Party”);

and

[Receiving Party Name], a [State of Organization or Country if not US] [Entity Type or "Individual" if applicable], with a business address at [Receiving Party Address], represented by [Authorized Signatory Name], its [Authorized Signatory Title] (“Receiving Party”).

1. Definition of Confidential Information

Option A: “Confidential Information” means any and all non-public, confidential or proprietary information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, electronically, or in writing, before, on, or after the date of this Agreement. Such information includes, but is not limited to:

• Business plans
• Financial reports, historical and projected revenue
• Investor presentations and capitalization tables
• Intellectual property filings and invention disclosures
• Proprietary technology details, code, or design documentation
• Market analyses, client, and supplier data
• Negotiation status and deal terms
• Due diligence materials
• Acquisition, merger, or fundraising documents

Option B: Confidential Information specifically excludes information relating to Disclosing Party's valuation, exit strategies, and potential investors.

2. Exclusions from Confidentiality

Information Known to Receiving Party:

• Option A: Which was already known to Receiving Party prior to its disclosure by Disclosing Party, provided such prior knowledge is evidenced by contemporaneous written records.
• Option B: Which was already known to Receiving Party prior to its disclosure by Disclosing Party, without any requirement for written record.

Information Entering Public Domain:

• Option A: Which is or becomes publicly available other than through a breach of this Agreement by Receiving Party.
• Option B: Which is or becomes publicly available through Receiving Party's efforts.

Information Disclosed by Third Parties:

• Option A: Which is received by Receiving Party from a third party who is not known by Receiving Party to be under any obligation of confidentiality to Disclosing Party with respect to such information.
• Option B: Which is received by Receiving Party from a third party.

Required Disclosure:

• Option A: Which is required to be disclosed pursuant to law, regulation or order of a court or other governmental body; provided that Receiving Party shall provide Disclosing Party with prompt notice of such requirement prior to disclosure and shall cooperate with Disclosing Party in seeking a protective order or other appropriate remedy. Receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose.
• Option B: Which is required to be disclosed pursuant to law, regulation or order of a court or other governmental body, without the requirement of prior notice to the Disclosing Party.

3. Permitted Use

Option A: Receiving Party shall use the Confidential Information solely for the purpose of evaluating a possible investment in Disclosing Party (the “Permitted Purpose”).

Option B: Receiving Party shall use the Confidential Information solely for the purpose of conducting due diligence related to the potential acquisition of Disclosing Party (the “Permitted Purpose”).

Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, any competitive purpose or for its own business purposes unrelated to the Permitted Purpose. Receiving Party shall not disclose the Confidential Information to any affiliate, consultant, or advisor without the prior written consent of Disclosing Party and unless such affiliate, consultant, or advisor is bound by a written agreement containing confidentiality obligations no less restrictive than those contained herein.

4. Safeguards

Option A: Receiving Party shall implement and maintain reasonable safeguards to protect the Confidential Information from unauthorized access, disclosure, loss, or theft, including, but not limited to, electronic, physical, and procedural safeguards.

Option B: Receiving Party shall implement and maintain industry-standard safeguards to protect the Confidential Information from unauthorized access, disclosure, loss, or theft, including, but not limited to, electronic, physical, and procedural safeguards.

Receiving Party shall maintain a record of all individuals within its organization who have access to the Confidential Information.

5. Return or Destruction of Confidential Information

Option A: Upon the termination of discussions or the written request of Disclosing Party, Receiving Party shall promptly return or destroy all Confidential Information, including all hard copies and electronic files, and all derivative notes and materials based thereon.

Option B: Upon the termination of discussions or the written request of Disclosing Party, Receiving Party shall promptly return all Confidential Information, including all hard copies and electronic files, and all derivative notes and materials based thereon. Destruction of the confidential information shall be the alternative, at Disclosing Party's discretion.

Receiving Party shall certify in writing to Disclosing Party its compliance with this section within [Number] days of such termination or request.

6. Term

Option A: The obligations of confidentiality under this Agreement shall commence on the date hereof and shall continue for a period of [Number] years following the termination of discussions between the parties.

Option B: The obligations of confidentiality under this Agreement shall commence on the date hereof and shall continue indefinitely with respect to trade secrets, as defined under the Missouri Uniform Trade Secrets Act (RSMo. §§ 417.450 et seq.), and for a period of [Number] years following the termination of discussions between the parties with respect to all other Confidential Information.

7. Remedies for Breach

Option A: Receiving Party acknowledges that any breach of this Agreement by Receiving Party would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief and specific performance to prevent or restrain any such breach, in addition to any other remedies available at law or equity. Receiving Party shall be liable for all direct and indirect damages resulting from any breach of this Agreement, including reasonable attorney fees and costs.

Option B: Receiving Party acknowledges that any breach of this Agreement by Receiving Party would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief and specific performance to prevent or restrain any such breach, in addition to any other remedies available at law or equity. Receiving Party shall be liable for all direct damages resulting from any breach of this Agreement, including reasonable attorney fees and costs, pursuant to Missouri law. The parties agree to a penalty of [Dollar Amount] for each unauthorized disclosure of confidential information.

Receiving Party shall immediately notify Disclosing Party upon becoming aware of any breach or suspected breach of this Agreement.

8. Governing Law and Jurisdiction

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles. The parties agree that any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name], Missouri, and the parties hereby consent to the jurisdiction of such courts.

Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, including the Missouri Revised Statutes and the Missouri Uniform Trade Secrets Act (RSMo. §§ 417.450 et seq.), without regard to its conflict of laws principles. The parties agree that any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name], Missouri, and the parties hereby consent to the jurisdiction of such courts.

9. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in [City Name], Missouri, before resorting to litigation.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through binding arbitration in [City Name], Missouri, in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties retain the right to seek injunctive relief in a court of competent jurisdiction to prevent a breach or threatened breach of this Agreement.

10. Compliance with Laws

Receiving Party shall comply with all applicable Missouri and federal data protection and privacy requirements in its use of the Confidential Information.

11. Representations and Warranties

Receiving Party represents and warrants that it is not currently subject to any contractual or legal restrictions that would conflict with or prohibit its compliance with this Agreement and that it is not a direct competitor of Disclosing Party. Receiving Party shall promptly disclose to Disclosing Party any potential conflict of interest or investment in competing entities.

12. Miscellaneous

• 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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• 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.
• Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
• No Obligation: No obligation to proceed with any investment is created by the disclosure of Confidential Information or by this Agreement.
• Costs: Each party shall bear its own costs and expenses in connection with this Agreement.
• No Offer: This Agreement does not constitute an offer to sell securities or enter into any definitive investment agreement.

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

[Disclosing Party Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]

[Receiving Party Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]