New Jersey investor nda template

New Jersey Investor Non-Disclosure Agreement

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

[Disclosing Party Full Legal Name], a [State of Incorporation/Formation] [Entity Type] with its principal place of business at [Disclosing Party Address], hereinafter referred to as "Disclosing Party,"

and

[Investor Full Legal Name], a [State of Incorporation/Formation] [Entity Type] with its principal place of business at [Investor Address], hereinafter referred to as "Investor."

WHEREAS, Disclosing Party possesses certain Confidential Information (as defined below) relating to its business and/or a potential transaction; and

WHEREAS, Disclosing Party is willing to disclose such Confidential Information to Investor for the sole purpose of evaluating a potential investment or transaction.

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

Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Investor, directly or indirectly, in writing, orally, electronically, visually, or by any other means, including, but not limited to: business plans, intellectual property, product prototypes, software code (including source code), trade secrets as defined under the New Jersey Trade Secrets Act, financial statements, market analysis, customer and supplier data, investor presentations, valuation data, investment terms, and any materials shared during due diligence or investment negotiations.

• Option A: Confidential Information also includes derivatives of the above, such as analyses, compilations, studies, or other documents prepared by Investor that contain or are based upon Confidential Information.
• Option B: Confidential Information does not include information that, standing alone, is publicly available from sources independent of the Disclosing Party.

Exclusions from Confidentiality

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

• Option A: is or becomes publicly available other than as a result of a disclosure by Investor or its Representatives in violation of this Agreement;
• Option B: was already known to Investor prior to its disclosure by Disclosing Party and without an existing obligation of confidentiality;
• Option C: is independently developed by Investor without use of or reference to the Confidential Information;
• Option D: is lawfully received by Investor from a third party who is not bound by any obligation of confidentiality with respect thereto; or
• Option E: is required to be disclosed pursuant to a court order, subpoena, or other legal process, or by applicable law or regulation, provided that Investor shall (i) provide Disclosing Party with prompt written notice of such requirement prior to disclosure so that Disclosing Party may seek a protective order or other appropriate remedy; and (ii) cooperate with Disclosing Party in its efforts to obtain such protective order or other remedy. If such protective order or other remedy is not obtained, Investor shall disclose only that portion of the Confidential Information that it is legally required to disclose.

Permitted Use of Confidential Information

Investor agrees to use the Confidential Information solely for the purpose of evaluating a potential investment or transaction with Disclosing Party (the "Purpose"). Investor shall not use the Confidential Information for any other purpose, including, but not limited to, engaging in any competitive activity with Disclosing Party, reverse engineering any products or processes disclosed, or disclosing the Confidential Information to any other potential investors or third parties, except as expressly permitted below.

• Option A: Investor may disclose the Confidential Information to its employees, officers, directors, advisors (including attorneys and accountants), and affiliates (collectively, "Representatives") who have a need to know the Confidential Information for the Purpose and who are bound by written confidentiality obligations at least as protective as those contained herein. Investor shall be responsible for any breach of this Agreement by its Representatives.
• Option B: Investor may not copy or reproduce any portion of the Confidential Information without the express written consent of the Disclosing Party.

Protection of Confidential Information

Investor agrees to protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Investor shall maintain appropriate physical, technical, and administrative safeguards to protect the confidentiality of the Confidential Information, including secure storage of documents (both physical and electronic), restriction of access to a need-to-know basis, and implementation of appropriate cybersecurity measures.

• Option A: In the event of any unauthorized access, use, or disclosure of the Confidential Information, Investor shall promptly notify Disclosing Party in writing and shall cooperate fully with Disclosing Party in investigating and remedying such unauthorized access, use, or disclosure.
• Option B: Investor shall promptly inform Disclosing Party if requested to provide any confidential information in the course of discovery in litigation, arbitration, or any other proceeding in or before any court or administrative agency.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [Number] years from the date of termination or expiration of discussions between the parties regarding the potential transaction, whichever is earlier (the "Term").

• Option A: Notwithstanding the foregoing, the obligations of confidentiality with respect to any Confidential Information that constitutes a trade secret under the New Jersey Trade Secrets Act shall continue indefinitely, as required by law.
• Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party. Termination shall not affect the Investor’s confidentiality obligations under this Agreement.

Return or Destruction of Confidential Information

Upon the written request of Disclosing Party or upon termination of this Agreement, Investor shall promptly return to Disclosing Party all Confidential Information in its possession or control, including all copies, extracts, and derivatives thereof, or, at Disclosing Party's option, shall destroy all such Confidential Information and provide Disclosing Party with a written certification of such destruction signed by an authorized representative of Investor.

• Option A: Investor may retain one copy of the Confidential Information solely for archival purposes and to demonstrate compliance with this Agreement, provided that such copy shall be kept confidential in accordance with the terms of this Agreement.
• Option B: If return or destruction of Confidential Information is impracticable or contrary to law, Investor shall implement measures to secure the information against any further disclosure or use, consistent with the terms of this Agreement.

No Reverse Engineering

Investor agrees not to reverse engineer, decompile, or disassemble any products, software, or technologies disclosed as part of the Confidential Information. Investor further agrees not to create or attempt to create any derivative works based on the Confidential Information, except as expressly authorized in writing by Disclosing Party.

Non-Solicitation

During the Term of this Agreement and for a period of [Number] years thereafter, Investor agrees not to solicit or hire any employee or contractor of Disclosing Party, or contact any customer or supplier of Disclosing Party based on information obtained from the Confidential Information.

• Option A: This non-solicitation provision shall not apply to general solicitations that are not specifically targeted at employees or contractors of Disclosing Party.
• Option B: This clause is omitted and does not apply.

Unauthorized Disclosure

Investor shall promptly notify Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information, and shall cooperate fully with Disclosing Party in taking steps to prevent further unauthorized use or disclosure. If Investor or any of its Representatives is requested or required to disclose any Confidential Information pursuant to legal process, Investor shall promptly notify Disclosing Party and shall cooperate with Disclosing Party in seeking a protective order or other appropriate remedy.

Remedies for Breach

Investor acknowledges that unauthorized use or disclosure of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Therefore, Disclosing Party shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, to prevent or restrain any breach or threatened breach of this Agreement. Investor shall be responsible for Disclosing Party’s reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

No Obligation to Invest

This Agreement does not create any obligation on the part of Investor to invest in or enter into any transaction with Disclosing Party. Disclosing Party acknowledges that Investor may independently evaluate other investment opportunities.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, 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 Name] County, New Jersey, and each party irrevocably submits to the jurisdiction of such courts.

• Option A: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City Name], New Jersey, in accordance with the rules of the American Arbitration Association.
• Option B: The parties agree to attempt to resolve any disputes through mediation prior to initiating any legal action.

Representation and Warranty

Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to Investor and that such disclosure does not violate any agreement with or rights of any third party. Disclosing Party makes no representations or warranties with respect to the accuracy or completeness of the Confidential Information. The information disclosed during due diligence may be subject to privileged or regulated status, particularly in industries governed by New Jersey state or federal financial, healthcare, or data privacy regulations (such as NJSA 56:8 for consumer protection or the New Jersey Uniform Trade Secrets Act).

Data Privacy and Cybersecurity Compliance

Investor agrees to comply with all applicable New Jersey data privacy and cybersecurity statutes, notification laws, and regulations, including but not limited to NJSA 56:8. If handling sensitive personal data, Investor shall adhere to commercially reasonable security standards and comply with mandatory breach notification requirements under New Jersey statute.

Assignment; Amendment; Waiver

This Agreement may not be assigned by either party without the prior written consent of the other party. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Any waiver of any provision of this Agreement shall not be deemed a waiver of any other provision. This agreement must refer to New Jersey law for enforceability.

Severability

If any provision of this Agreement is held to be invalid or unenforceable under New Jersey law, such provision shall be struck and the remaining provisions shall remain in full force and effect. To the extent possible, the invalid or unenforceable provision shall be modified to reflect the original intent of the 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, relating to such subject matter.

Authority

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

Electronic Signatures

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. A signed copy of this Agreement transmitted electronically shall have the same effect as an original signed copy. This provision is made in accordance with the New Jersey Uniform Electronic Transactions Act.

Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

Regulatory Carve-Outs

Nothing in this Agreement shall prevent Investor from complying with any regulatory, compliance, or reporting obligations to New Jersey securities regulators or other government bodies.

Equitable Enforcement

The parties acknowledge and agree that monetary damages alone would not be sufficient to remedy a breach of this Agreement and that Disclosing Party shall be entitled to seek specific performance, injunctive relief, or other equitable remedies in a New Jersey court of competent jurisdiction, without the need to post a bond or other security. This provision is adapted for practical, current business and investment scenarios in New Jersey, ensuring the NDA remains compliant with evolving local legal interpretations, industry best practices, and enforceability trends within New Jersey courts.

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

[Disclosing Party Full Legal Name]

By: [Name of Authorized Signatory]

Title: [Title of Authorized Signatory]

[Investor Full Legal Name]

By: [Name of Authorized Signatory]

Title: [Title of Authorized Signatory]