When drafting an investor NDA, the disclosing party should define confidential information to include financial statements, business plans, trade secrets, and strategic data shared during fundraising or due diligence.
Clearly specify how the investor may use the information—typically limited to evaluating the potential investment—and restrict disclosure to third parties except for advisors bound by similar confidentiality obligations.
Consider setting a reasonable confidentiality term, clarifying that no obligation to invest is created by the NDA, and consult legal counsel to ensure enforceability under applicable state and federal laws.