Nebraska investor nda template

Nebraska Investor Non-Disclosure Agreement

This Nebraska Investor Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this [Date] by and between [Disclosing Party Full Legal Name], a [Disclosing Party Entity Type, e.g., Nebraska LLC] with its principal place of business at [Disclosing Party Address] (“Discloser”), and [Investor Full Legal Name], a [Investor Entity Type, e.g., Nebraska Corporation] with its principal place of business at [Investor Address] (“Recipient”).

The Discloser desires to disclose certain confidential information to the Recipient for the purpose of [Purpose of Disclosure, e.g., evaluating a potential investment in Discloser].

Now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information:

Option A: "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, or by any other means, including but not limited to, business plans, strategic, operational, and financial data, proprietary models, fundraising materials, valuations, pitch decks, term sheets, intellectual property and patent materials, prospective or current transaction documents, client identities, agreements with third parties, non-public product/service information, unannounced business initiatives, deal terms, and any data provided orally, in writing, or electronically relating to the potential investment relationship.

Option B: “Confidential Information” means all non-public, proprietary, or confidential information of the Discloser, including, without limitation, any and all information relating to Discloser’s business, products, services, customers, technology, and financial affairs, and shall specifically include, but not be limited to, [List specific documents, e.g., the December 31, 2023 financial statements of Discloser].

Option C: All information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally or disclosed or accessed in written, electronic or other form including, but not limited to: business plans, strategic, operational and financial data, client information, trade secrets, product plans, proprietary models, and intellectual property.

Exclusions from Confidential Information:

Option A: The obligations of this Agreement shall not apply to any information that (a) is or becomes generally available to the public other than as a result of a disclosure by Recipient or its representatives in violation of this Agreement; (b) was known to Recipient prior to its disclosure by Discloser and without restriction as to use or disclosure; (c) is rightfully received by Recipient from a third party without restriction as to use or disclosure; or (d) is required to be disclosed pursuant to any applicable Nebraska law, regulation, or court order, provided that Recipient provides Discloser with prompt notice of such requirement prior to disclosure to allow Discloser to seek a protective order or other appropriate remedy (and Recipient shall cooperate with Discloser in such effort).

Option B: Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives in violation of this Agreement; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without restriction as to use or disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction as to use or disclosure; or (d) is required to be disclosed pursuant to any applicable law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement prior to disclosure to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Option C: If the Recipient is required to disclose Confidential Information in response to a valid order by a court or other governmental body, the Recipient must give the Disclosing Party a reasonable opportunity to seek a protective order before making the disclosure, and the Recipient may disclose only that portion of the Confidential Information that it is legally required to disclose.

Permitted Use:

Option A: Recipient shall use the Confidential Information solely for the purpose of evaluating a potential investment in Discloser and negotiating a potential transaction. Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, competing with Discloser, for personal gain, or for any unrelated business purposes.

Option B: The Receiving Party may use the Confidential Information only for the purpose of evaluating a potential investment in the Disclosing Party and related due diligence. The Receiving Party will not use the Confidential Information for any other purpose or share it with any third party, except as permitted in this Agreement.

Option C: The Investor may only use the Confidential Information to evaluate the potential investment.

Disclosure to Third Parties:

Option A: Recipient shall not disclose the Confidential Information to any third party except (a) its directors, officers, employees, legal, tax, or financial advisors, or affiliates who have a strict need to know for the evaluation and are bound by confidentiality obligations at least as stringent as those contained in this Agreement, and (b) potential co-investors or syndicate participants, provided that such parties are similarly bound by confidentiality obligations and Discloser is notified in advance of such disclosure. Recipient shall be responsible for ensuring compliance by such third parties with the terms of this Agreement.

Option B: The Receiving Party may only disclose Confidential Information to its directors, officers, employees, and advisors who need to know the Confidential Information to evaluate the potential investment in the Disclosing Party. The Receiving Party must inform these individuals of the confidential nature of the Confidential Information and require them to comply with the terms of this Agreement. The Receiving Party will be liable for any breach of this Agreement by any of its directors, officers, employees, or advisors.

Option C: The Receiving Party can share the Confidential Information with its employees and advisors if they need to know the information for the permitted use.

Safeguarding Confidential Information:

Option A: Recipient shall use reasonable care, but not less than the care that Recipient uses to protect its own similar confidential information, to prevent the unauthorized use, disclosure, or dissemination of the Confidential Information. Such care shall include, but not be limited to, maintaining the Confidential Information in a secure location, limiting access to the Confidential Information to those individuals with a need to know, and implementing appropriate technical and organizational measures to protect the Confidential Information from unauthorized access.

Option B: The Receiving Party will protect the Confidential Information from unauthorized disclosure using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. This includes maintaining physical and electronic security measures, limiting access to the Confidential Information, and ensuring that its employees and advisors are aware of their confidentiality obligations.

Option C: The Investor will protect the Confidential Information using reasonable measures.

Notification of Unauthorized Disclosure:

Option A: Recipient shall promptly notify Discloser of any unauthorized use, disclosure, or breach of this Agreement upon becoming aware of such event, and shall cooperate with Discloser in any effort to mitigate the damage caused by such event.

Option B: If the Receiving Party becomes aware of any unauthorized disclosure of the Confidential Information, it must promptly notify the Disclosing Party and cooperate with the Disclosing Party in taking steps to prevent further disclosure and recover the Confidential Information.

Option C: The Investor must notify the Disclosing Party immediately if they learn of any unauthorized use or disclosure of the Confidential Information.

Term and Termination:

Option A: This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years. The obligation to maintain the confidentiality of the Confidential Information shall survive the termination of this Agreement for a period of [Number] years.

Option B: This Agreement will begin on the Effective Date and continue until [Date]. The confidentiality obligations under this Agreement will survive for [Number] years after termination.

Option C: The Agreement is active from the effective date onward and the obligations to maintain confidentiality of the confidential information will remain for a period of [Timeframe] after the agreement expires.

Return of Confidential Information:

Option A: Upon Discloser’s written request, or upon the termination of negotiations, Recipient shall promptly return to Discloser all documents and materials containing Confidential Information, including all copies, notes, analyses, and derivative works, or shall certify in writing to Discloser that all such documents and materials have been destroyed.

Option B: Upon the Disclosing Party’s request or the termination of negotiations, the Receiving Party will promptly return or destroy all Confidential Information and certify in writing to the Disclosing Party that it has done so.

Option C: The Investor must return all confidential materials upon request.

Remedies:

Option A: Recipient acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to Discloser for which monetary damages may be inadequate. In the event of a breach or threatened breach of this Agreement by Recipient, Discloser shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity, including, but not limited to, actual and consequential damages, and recovery of attorneys' fees and costs.

Option B: The Receiving Party acknowledges that unauthorized disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party. The Disclosing Party will be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity.

Option C: The Disclosing Party is entitled to seek legal and financial compensation if the Investor violates the agreement.

No Obligation to Proceed:

Option A: Nothing in this Agreement shall be construed to obligate either party to enter into any further agreement or transaction.

Option B: Neither party is obligated to enter into any further agreement or transaction as a result of this Agreement.

Option C: Disclosure of confidential information does not force either party to do anything.

Non-Circumvention:

Option A: Recipient agrees not to directly or indirectly solicit or enter into any business dealings with any clients, partners, or targets introduced by Discloser without the prior written consent of Discloser.

Option B: The Receiving Party agrees not to circumvent the Disclosing Party by contacting or transacting with any third parties introduced by the Disclosing Party without the Disclosing Party’s prior written consent.

Option C: The Investor cannot do business with any of the Disclosing Party's connections without express written consent.

No Warranty:

Option A: All Confidential Information is provided "as is" and without any warranty, express or implied, as to its accuracy or completeness.

Option B: The Disclosing Party provides the Confidential Information “as is” and makes no representations or warranties as to its accuracy or completeness.

Option C: The Disclosing Party provides the Confidential Information without any guarantee.

Assignment:

Option A: Neither party may assign or transfer this Agreement without the prior written consent of the other party.

Option B: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

Option C: The contract can not be assigned.

Amendments:

Option A: This Agreement may be amended only by a written instrument signed by both parties.

Option B: Any amendments to this Agreement must be in writing and signed by both parties.

Option C: Changes must be in writing.

Entire Agreement:

Option A: 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.

Option B: 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.

Option C: Everything about the confidential information is in this agreement.

Governing Law and Venue:

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, 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 [County] County, Nebraska.

Option B: This Agreement will be governed by and construed in accordance with the laws of the State of Nebraska. 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 [County] County, Nebraska.

Option C: The laws of Nebraska will govern the agreement. Any legal issues will be resolved in the local county and state courts.

Notices:

Option A: All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or when sent by registered or certified mail, return receipt requested, postage prepaid, or by overnight courier, to the addresses set forth above.

Option B: All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or when sent by registered or certified mail, return receipt requested, postage prepaid, or by overnight courier, to the addresses set forth above.

Option C: All notifications need to be written and sent through mail or courier.

Compliance:

Option A: Each party shall comply with all applicable Nebraska data privacy, securities regulations, and Unfair Competition statutes.

Option B: The parties agree to comply with all applicable Nebraska data privacy, securities regulations, and Unfair Competition statutes.

Option C: Parties must obey all Nebraska's statues.

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

Discloser:

[Disclosing Party Full Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

Investor:

[Investor Full Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]