New Mexico investor nda template

New Mexico Investor Non-Disclosure Agreement

This New Mexico Investor Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this [Date], by and between:

• [Disclosing Party Name], a [Entity Type] organized under the laws of New Mexico, with its principal place of business at [Address], (hereinafter referred to as “Disclosing Party”);

and

• [Receiving Party Name], a [Entity Type] organized under the laws of [State], with its principal place of business at [Address], (hereinafter referred to as “Receiving Party”).

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information relating to its business, products, services, technology, and financial condition;

WHEREAS, Receiving Party is considering a potential investment in Disclosing Party;

WHEREAS, Disclosing Party is willing to disclose certain of its Confidential Information to Receiving Party solely for the purpose of evaluating a potential investment;

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

Definition of Confidential Information

Confidential Information shall mean any and all non-public information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, visually, or by any other means, relating to Disclosing Party’s business, including, but not limited to:

• Business plans
• Investor presentations
• Financial statements
• Capitalization tables
• Intellectual property documents
• Legal filings
• Strategy and projections
• Sensitive client or supplier data
• Term sheets
• Valuation materials
• Technical specifications
• Any other nonpublic information related to the investment target.

Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Option A: is or becomes publicly available through no fault of the Receiving Party.
• Option B: was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party, as evidenced by Receiving Party’s written records.
• Option C: is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
• Option D: is required to be disclosed by law, court order, or government agency; provided, however, that Receiving Party shall provide Disclosing Party with prompt written notice of such requirement to the extent legally permissible to allow Disclosing Party to seek a protective order or other appropriate remedy.

Use of Confidential Information

Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating a potential investment in Disclosing Party or administering the investment relationship. Receiving Party shall not:

• Option A: use the Confidential Information for any competitive purpose.
• Option B: disclose the Confidential Information to any third party, including other investors, partners, or potential portfolio companies, except to its representatives (e.g., attorneys, accountants, financial advisors) who have a bona fide need to know such information and who are bound by written confidentiality obligations at least as protective as those contained herein.
• Option C: reverse engineer, create derivative works, or exploit Confidential Information commercially, even in the absence of a formal investment.

Duty of Care

Receiving Party shall exercise at least commercially reasonable care to protect the confidentiality of the Confidential Information, including, without limitation:

• Maintaining written policies for secure storage and document handling.
• Using encrypted communication for electronic transfers of Confidential Information.

Compliance with Data Protection Laws

Receiving Party shall comply with all applicable New Mexico and federal data protection and privacy laws, including, without limitation, the New Mexico Data Breach Notification Act. If Receiving Party suspects a data breach affecting Confidential Information, it shall:

• Option A: notify Disclosing Party immediately, but no later than [Number] hours after discovery.
• Option B: cooperate fully with Disclosing Party in investigating and mitigating the breach.

Term

This Agreement shall commence on the Effective Date and shall continue in effect for:

• Option A: a period of [Number] years from the Effective Date.
• Option B: as long as the relevant information retains commercial value as a trade secret under the New Mexico Uniform Trade Secrets Act.

Return of Confidential Information

Upon the earlier of:

• The conclusion of the investment evaluation.
• Written request from Disclosing Party.

Receiving Party shall:

• Option A: promptly return to Disclosing Party all tangible embodiments of the Confidential Information, including all copies and summaries thereof.
• Option B: securely destroy all tangible embodiments of the Confidential Information and certify in writing to Disclosing Party that such destruction has occurred.

Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party upon becoming aware of any unauthorized disclosure, data breach, or other misuse of the Confidential Information. Receiving Party shall cooperate fully with Disclosing Party in investigating and mitigating any such event, including participating in legal action as required under New Mexico law.

Remedies

Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Therefore, in the event of a breach or threatened breach of this Agreement by Receiving Party, Disclosing Party shall be entitled to:

• Option A: injunctive relief to restrain such breach, without the necessity of posting a bond.
• Option B: recover actual and consequential damages, including, but not limited to, lost profits, reputational harm, and reasonable attorneys’ fees and court costs.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, 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 Mexico.

New Mexico Specific Provisions

• Consideration: The mutual promises contained in this Agreement, including the disclosure of Confidential Information by Disclosing Party and the agreement to protect such information by Receiving Party, constitute good and valuable consideration for this Agreement.
• Regulatory Disclosures: Nothing in this Agreement shall restrict the ability of Receiving Party to comply with mandatory regulatory disclosures under SEC, FINRA, or New Mexico Regulation and Licensing Department rules.
• Subsequent Agreements: This NDA is independent of any subsequent purchase agreements or side letters that may be entered into between the parties.

No Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

Amendment

This Agreement may not be amended or modified except by a written instrument signed by both parties.

Integration Clause

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, between the parties with respect to such subject matter.

Notice

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 or registered mail, return receipt requested, or sent by reputable overnight courier service, to the addresses set forth above. Electronic notice is acceptable, provided the sender receives confirmation of receipt.

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. Digital signatures and scanned copies of signatures shall be deemed original signatures for all purposes under New Mexico’s Uniform Electronic Transactions Act.

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.

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Receiving Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]