Nevada investor nda template

Nevada Investor NDA

This Nevada Investor Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

• [Disclosing Party Name], a [Disclosing Party Entity Type, e.g., Nevada Corporation] with its principal place of business at [Disclosing Party Address], hereinafter referred to as "Discloser,"
• and
• [Receiving Party Name], a [Receiving Party Entity Type, e.g., Individual, Nevada LLC] with its principal place of business at [Receiving Party Address], hereinafter referred to as "Recipient."

WHEREAS, Discloser possesses certain proprietary information and wishes to disclose such information to Recipient for the purpose of evaluating a potential investment in Discloser; and

WHEREAS, Recipient desires to receive such information for the purpose of evaluating a potential investment in Discloser;

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

1. Definition of Confidential Information

Confidential Information includes, but is not limited to: business plans, financial documents, investor presentations, valuation data, cap tables, intellectual property, technical information, proprietary business models, marketing and commercialization strategies, client, supplier, and partner data, non-public investment terms, term sheets, offers, agreements under negotiation, business opportunities, and any non-public information disclosed regardless of form—written, oral, visual, electronic, or recorded.

2. Exclusions from Confidential Information

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

• Option A: Is or becomes publicly available without breach of this Agreement by Recipient.
• Option B: Was lawfully received by Recipient from a third party not bound by a confidentiality obligation to Discloser.
• Option C: Was already known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's written records.
• Option D: Was independently developed by Recipient without use of or reference to the Confidential Information.
• Option E: Is required to be disclosed pursuant to a valid order of a court or other governmental body of competent jurisdiction, provided that Recipient shall first make reasonable efforts to notify Discloser of the requirement of such disclosure and afford Discloser a reasonable opportunity to seek a protective order or other appropriate remedy. Compliance with Nevada Revised Statutes Chapter 600A "Trade Secrets" is required.

3. Use of Confidential Information

• Recipient shall use the Confidential Information solely for the purpose of evaluating a potential investment in Discloser (the "Purpose"). Recipient shall not use the Confidential Information for any other purpose, including, without limitation, for competitive business purposes or for personal benefit.
• Recipient shall not disclose the Confidential Information to any third party without the prior written consent of Discloser, except as expressly permitted herein.

4. Protection of Confidential Information

• Recipient shall protect the Confidential Information using commercially reasonable and industry-appropriate measures to prevent unauthorized disclosure or use. Such measures shall include, without limitation:
  • Secure access controls to all physical and electronic storage locations.
  • Non-disclosure of the Confidential Information to unauthorized employees, agents, or advisors, unless such persons are subject to written confidentiality obligations no less restrictive than those contained herein.
  • Restriction on copying or transmitting the Confidential Information without prior written approval from Discloser.
• Recipient acknowledges that the unauthorized disclosure or use of the Confidential Information could cause irreparable harm to Discloser for which monetary damages may be inadequate.

5. Term

• Option A: The confidentiality obligations under this Agreement shall continue for a period of [Number] years from the Effective Date.
• Option B: With respect to information constituting a trade secret under Nevada law, the confidentiality obligations under this Agreement shall continue for as long as such information remains a trade secret under applicable law. All other confidential information shall be protected for [Number] years from the Effective Date.

6. Return or Destruction of Confidential Information

• Upon termination of negotiations or upon Discloser's written request, Recipient shall promptly return to Discloser or destroy all Confidential Information in Recipient's possession or control, including all copies and extracts thereof.
• Upon Discloser’s request, Recipient will provide written certification of such destruction.

7. Notice of Unauthorized Disclosure

• Recipient shall promptly notify Discloser in writing upon becoming aware of any unauthorized disclosure or use of the Confidential Information.
• Recipient shall cooperate fully with Discloser in any investigation or mitigation efforts relating to such unauthorized disclosure or use.

8. Remedies

• Recipient acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement by Recipient and that Discloser shall be entitled to seek injunctive relief to enforce the terms of this Agreement.
• In addition to injunctive relief, Discloser shall be entitled to recover from Recipient all actual and consequential damages resulting from any breach of this Agreement.
• Option A: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.
• Option B: Liquidated damages of [Dollar Amount] shall be payable for any breach of this agreement. The parties agree that this amount represents a reasonable estimate of potential damages, but does not preclude seeking additional damages.

9. Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles.
• Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Nevada, and each party irrevocably submits to the jurisdiction of such courts.

10. Dispute Resolution

• Option A: The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
• Option B: If negotiation fails, the parties agree to submit the dispute to non-binding mediation in accordance with the rules of the [Mediator Organization] in [City, Nevada].
• Option C: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

11. No Obligation to Invest

• This Agreement does not create any obligation on the part of Recipient to invest in Discloser.
• Discloser acknowledges that Recipient is free to pursue other investment opportunities, including opportunities that may be competitive with Discloser's business.

12. Attorney-Client Privilege

Nothing in this Agreement shall be construed as waiving any attorney-client privilege or other applicable professional privilege.

13. Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

14. Compliance with Laws

Each party shall comply with all applicable federal and Nevada state laws, rules, and regulations in connection with the performance of its obligations under this Agreement, including but not limited to Nevada Revised Statutes 603A and U.S. federal securities and privacy laws.

15. Disclosure to Employees, Affiliates, and Advisors

• Recipient may disclose Confidential Information to its employees, affiliates, and advisors only on a need-to-know basis and only if such individuals are bound by written confidentiality obligations no less restrictive than those contained herein.
• Recipient shall be responsible for any breach of this Agreement by its employees, affiliates, and advisors.

16. Electronic Execution and Counterparts

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 considered original signatures and are binding pursuant to Nevada Electronic Transactions Law (NRS 719).

17. 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.

18. Compliance with Law Enforcement and Regulatory Investigations

Nothing in this Agreement is intended to prohibit compliance with law enforcement or regulatory investigations under Nevada and federal law, but requires notice to Discloser except where prohibited by law.

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

DISCLOSER:

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Company Seal, if applicable]

RECIPIENT:

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Company Seal, if applicable]