New Hampshire investor nda template

New Hampshire Investor Nondisclosure Agreement

This New Hampshire Investor Nondisclosure Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

[Discloser Company Name], a [State of Incorporation] corporation with its principal place of business at [Discloser Company Address], hereinafter referred to as "Discloser," and

[Investor Name], a [State of Incorporation] corporation/LLC/Individual with its principal place of business at [Investor Company Address], hereinafter referred to as "Recipient."

WHEREAS, Discloser possesses certain Confidential Information (as defined below) relating to its business; and

WHEREAS, Discloser is willing to disclose such Confidential Information to Recipient for the sole purpose of evaluating a potential investment or business relationship; and

WHEREAS, Recipient is willing to receive and treat such Confidential Information as confidential 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:

Option A: Confidential Information shall mean any and all information disclosed by Discloser to Recipient, whether orally, electronically, or in writing, before, during, or after the date of this Agreement, including, but not limited to:

• Business plans
• Financial statements and projections
• Term sheets
• Customer lists and supplier information
• Proprietary technology
• Intellectual property
• Investment strategies
• Marketing data
• Trade secrets
• R&D details
• Acquisition targets
• Diligence findings
• Fundraising documents
• Any other information that Discloser identifies as confidential.

Option B: Confidential Information shall mean all information disclosed by Discloser to Recipient that is marked as "Confidential" or, if disclosed orally, is identified as confidential at the time of disclosure and confirmed in writing within [Number] days of disclosure.

Option C: Confidential Information shall mean all information, regardless of form, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure.

Exclusions from Confidential Information:

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

• Is or becomes publicly available through no fault of Recipient.
• Was already lawfully known to Recipient prior to disclosure by Discloser, as evidenced by Recipient’s written records.
• Is independently developed by Recipient without use of or reference to the Confidential Information.
• Is rightfully received by Recipient from a third party who is not under any obligation of confidentiality to Discloser.
• Is required to be disclosed by law or court order, provided that Recipient provides Discloser with prompt written notice of such requirement and cooperates with Discloser in seeking a protective order or other appropriate remedy. Disclosure shall be limited to the information legally required.

Option B: Identical to Option A, with the following addition: Recipient must have documentation proving prior knowledge of, or independent development of, the information.

Use of Confidential Information:

Option A: Recipient shall use the Confidential Information solely for the purpose of evaluating a potential investment or business relationship with Discloser. Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, competitive analysis, commercial exploitation, or derivative works, without the prior written consent of Discloser.

Option B: Recipient may disclose Confidential Information only to its employees, officers, directors, advisors (including legal counsel and accountants), and potential co-investors who (i) have a need to know the Confidential Information for the purpose of evaluating the potential investment or business relationship; (ii) are informed of the confidential nature of the Confidential Information; and (iii) agree to be bound by confidentiality obligations at least as protective as those contained in this Agreement. Recipient shall be responsible for any breach of this Agreement by its employees, officers, directors, advisors, or potential co-investors.

Protection of Confidential Information:

Option A: Recipient shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that Recipient protects its own confidential information of a similar nature, but in no event less than reasonable care. This includes, but is not limited to, implementing appropriate security measures, such as:

• Secure storage of Confidential Information.
• Controlled access to Confidential Information.
• Encryption of Confidential Information during transmission and storage.
• Restricting access to Confidential Information to authorized personnel only.

Option B: Recipient shall implement commercially reasonable and industry-standard security measures to protect the Confidential Information, including measures compliant with applicable New Hampshire data privacy statutes.

Term and Termination:

Option A: This Agreement shall commence on the Effective Date and shall continue for a term of [Number] years.

Option B: The confidentiality obligations under this Agreement shall continue for [Number] years after termination of discussions regarding a potential investment or business relationship.

Option C: The confidentiality obligations with respect to trade secrets shall continue for as long as the information qualifies as a trade secret under the New Hampshire Uniform Trade Secrets Act.

Return of Confidential Information:

Option A: Upon Discloser's written request, or upon termination of discussions regarding a potential investment or business relationship, Recipient shall promptly return to Discloser all Confidential Information, including all copies, extracts, and other reproductions thereof, or, at Discloser’s option, destroy all such materials and certify such destruction in writing to Discloser.

Option B: Recipient may retain one copy of the Confidential Information for archival purposes, subject to the confidentiality obligations of this Agreement.

Breach and Remedies:

Option A: Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Accordingly, Discloser shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any such breach.

Option B: In the event of a breach of this Agreement by Recipient, Discloser shall be entitled to recover its actual damages, including reasonable attorney's fees and costs. Liquidated damages are not applicable under 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 New Hampshire, without regard to its conflict of laws principles. The venue for any action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, New Hampshire.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved through direct 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 accordance with the rules of the American Arbitration Association in New Hampshire before resorting to litigation.

Compliance with Laws:

Option A: Recipient shall comply with all applicable federal and New Hampshire laws, rules, and regulations in connection with its use of the Confidential Information, including, without limitation, the New Hampshire Data Breach Notification Statute (RSA 359-C:19 et seq.) and the New Hampshire Uniform Trade Secrets Act.

No License:

Option A: Nothing in this Agreement shall be construed as granting Recipient any license or other rights in or to the Confidential Information. All right, title, and interest in and to the Confidential Information shall remain the sole property of Discloser.

No Obligation:

Option A: This Agreement does not create any obligation on either party to enter into any further agreement or business relationship.

Waiver:

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

Severability:

Option A: 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.

Assignment:

Option A: Recipient shall not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser.

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.

Execution:

Option A: 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 valid and binding to the same extent as original signatures under New Hampshire law.

No Poach/Non-Solicitation (Optional):

Option A: During the term of this agreement and for a period of [Number] years thereafter, Recipient agrees not to directly or indirectly solicit, recruit, or hire any employee of Discloser or solicit any customer of Discloser based on information obtained during due diligence.

Option B: This clause is intentionally omitted.

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

[Discloser Company Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]

[Investor Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]