New York investor nda template

New York Investor Nondisclosure Agreement

This New York Investor Nondisclosure Agreement (this "Agreement") is made and effective as of this [Date], by and between:

• [Disclosing Party Name], a [Entity Type] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"), and
• [Recipient Name], acting [Individually/on behalf of [Fund Name]/as part of a syndicate], with its principal place of business at [Recipient Address] ("Recipient").

WHEREAS, Disclosing Party possesses certain confidential information relating to its business; and

WHEREAS, Disclosing Party desires to disclose such confidential information to Recipient for the sole purpose of evaluating a potential investment in Disclosing Party; and

WHEREAS, Recipient is willing to receive such confidential information and to treat it 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:

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Disclosing Party to Recipient, whether orally, in writing, electronically, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including, but not limited to:

• Business plans
• Pitch decks
• Financial projections
• Business models
• Proprietary technology
• Patentable inventions
• Trade secrets
• Source code
• Market research data
• Customer and supplier lists
• Cap tables
• Term sheets
• Legal contracts
• Negotiation notes
• Unpublished intellectual property filings
• Details of current or prospective transactions
• Any other information marked or reasonably understood as confidential in the investment context.

2. Exclusions from Confidential Information

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

• Option 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.
• Option B: was rightfully known by Recipient prior to its disclosure by Disclosing Party, as evidenced by Recipient's written records.
• Option C: is rightfully received by Recipient from a third party who is not bound by any confidentiality obligation to Disclosing Party.
• Option D: is independently developed by Recipient without use of or reference to the Confidential Information, as evidenced by Recipient's written records.
• Option E: is required to be disclosed by law, regulation, or court order; provided that Recipient shall provide Disclosing Party with prompt written notice of such requirement prior to disclosure and shall cooperate with Disclosing Party in seeking a protective order or other appropriate remedy, in accordance with New York CPLR 4503.

3. Permitted Use

Recipient agrees to use the Confidential Information solely for the purpose of evaluating and negotiating a potential investment in Disclosing Party (the "Purpose"). Recipient shall not use the Confidential Information for any other purpose, including, but not limited to:

• Option A: Competitive purposes.
• Option B: Investing in similar businesses other than Disclosing Party without Disclosing Party's prior written consent.
• Option C: Any purpose beyond the current transaction under consideration.

4. Disclosure to Representatives

• Option A: Recipient may disclose Confidential Information to its affiliated funds, partners, advisors, attorneys, and accountants (collectively, "Representatives") who have a need to know such information for the Purpose.
• All Representatives must be informed of the confidential nature of the Confidential Information and agree to be bound by the terms of this Agreement as if they were Recipient.
• Recipient shall be liable for any breach of this Agreement by its Representatives, referencing the New York Rules of Professional Conduct for legal advisors.
• Option B: Recipient shall not disclose confidential Information to any third party without Disclosing Party's prior written consent.

5. Protection of Confidential Information

Recipient shall protect the Confidential Information from unauthorized disclosure or use by using the same degree of care, but no less than reasonable care, as Recipient uses to protect its own confidential information of a similar nature, including but not limited to physical, technical, and administrative safeguards in line with New York cybersecurity statutes (e.g., NY SHIELD Act for personal data).

Recipient shall limit access to the Confidential Information to those of its Representatives who have a need to know such information for the Purpose.

Recipient shall not copy, store, or transmit the Confidential Information except as reasonably necessary for the Purpose.

6. Term

• Option A: The obligations of confidentiality under this Agreement shall continue indefinitely with respect to Confidential Information that constitutes a trade secret under NY General Business Law § 360–l.
• Option B: With respect to all other Confidential Information, the obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the Effective Date.

7. Return of Information

Upon Disclosing Party's written request or upon termination of negotiations, Recipient shall promptly return to Disclosing Party or destroy all Confidential Information in its possession or control, including all copies, extracts, and other reproductions thereof, and shall provide Disclosing Party with written certification of such destruction.

8. Non-Solicitation

For a period of [Number] years from the Effective Date, Recipient shall not, directly or indirectly, solicit for employment any employee of Disclosing Party or solicit any customer or supplier of Disclosing Party based on Confidential Information. This is separate from any non-compete, which is generally unenforceable except under limited exceptions in New York.

9. Notice of Unauthorized Disclosure

Recipient shall immediately notify Disclosing Party upon becoming aware of any unauthorized access, loss, or disclosure of Confidential Information and shall cooperate with Disclosing Party in mitigating the harm caused by such unauthorized access, loss, or disclosure, referencing local data breach notification rules.

10. Remedies

Recipient acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to Disclosing Party, for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, without posting bond, in addition to any other remedies available at law or in equity. Remedies are cumulative, not exclusive, in accordance with local contract principles.

11. 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.

12. Amendment

This Agreement may be amended only by a writing signed by both parties to satisfy New York Statute of Frauds where applicable.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved by arbitration in New York County in accordance with the rules of the American Arbitration Association (AAA).
• Option B: Any dispute arising out of or relating to this Agreement shall be brought in the state or federal courts located in New York County, New York.

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

15. Compliance with Laws

Recipient shall comply with all applicable laws and regulations, including but not limited to New York statutes covering trade secrets, data privacy, and business practices (including NY General Business Law, NY Privacy Acts, and local industry regulations).

16. Representations

Disclosing Party represents that it has the right to disclose the Confidential Information to Recipient.

Recipient represents that its obligations under this Agreement do not conflict with any existing legal duty.

17. Assignment

Recipient may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Disclosing Party, in line with New York contract law.

18. No Obligation

Nothing in this Agreement shall be construed as obligating either party to enter into any further agreement or transaction.

19. No Partnership

Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties.

20. No Waiver

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

21. Counterparts/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. Electronic signatures shall be deemed original signatures for all purposes.

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

[Disclosing Party Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Recipient Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]