North Carolina investor nda template

North Carolina Investor Non-Disclosure Agreement

This North Carolina Investor Non-Disclosure Agreement (the "Agreement") is made and effective as of this [Date], by and between:

[Disclosing Party Name], a [State] [Entity Type] with its principal place of business at [Disclosing Party Address] ("Discloser"),

and

[Investor Name], a [State] [Entity Type] with its principal place of business at [Investor Address] ("Recipient").

WHEREAS, Discloser possesses certain Confidential Information (as defined below) relating to [Description of Business/Investment Opportunity]; and

WHEREAS, Discloser is willing to disclose such Confidential Information to Recipient for the sole 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

Option A: "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, in writing, electronically, or by any other means, before, on, or after the Effective Date of this Agreement, that relates to Discloser's business, including but not limited to: proprietary business data, investment-related materials, potential deal information, financial statements, capitalization tables, business models and strategies, research, development programs, investor presentations, valuation reports, due diligence documents, transaction terms under discussion, contacts and business partner lists, customer and supplier information, and any other information that a reasonable person would understand to be confidential. This definition is intended to be interpreted broadly to protect Discloser's confidential information as per North Carolina's Uniform Trade Secrets Act (N.C. Gen. Stat. §§ 66-152 et seq.).

Option B: "Confidential Information" means all non-public information relating to Discloser's [Specific Area of Business], including but not limited to technical, financial, and business information, whether disclosed in tangible form or orally. This includes, but is not limited to, [List Specific Types of Documents, e.g., financial projections, customer lists, marketing plans].

Exclusions from Confidential Information

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

• 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;
• was in Recipient’s possession prior to its disclosure by Discloser;
• is rightfully received by Recipient from a third party without restriction on disclosure; or
• is required to be disclosed by law, regulation, or court order, provided that Recipient provides Discloser with prompt written notice of such requirement prior to disclosure (unless such notice is prohibited) and takes reasonable steps to contest or limit the scope of such required disclosure.

Option B: Confidential Information does not include information that Recipient can demonstrate:

• was already known to Recipient prior to its disclosure by Discloser, free from any obligation of confidence;
• is independently developed by Recipient without use of or reference to the Confidential Information;
• is lawfully obtained from a third party who has the right to make such disclosure; or
• is required to be disclosed pursuant to any applicable North Carolina law, regulation, or court order, provided that Recipient gives Discloser reasonable prior written notice to permit Discloser to seek a protective order or other appropriate remedy (or if such notice is prohibited, Recipient shall use commercially reasonable efforts to obtain confidential treatment of the disclosed information).

Permitted Use

Option A: Recipient agrees to use the Confidential Information solely for the purpose of evaluating, negotiating, or considering a potential investment in Discloser (the "Permitted Purpose"). Recipient shall not use the Confidential Information for any other purpose, including but not limited to commercialization, reverse engineering, or competitive use.

Option B: The Confidential Information shall be used only for the limited purpose of evaluating a potential investment by Recipient in Discloser. Recipient is expressly prohibited from using the Confidential Information to compete with Discloser or to develop products or services that are similar to those offered by Discloser.

Protection of Confidential Information

Option A: Recipient agrees to protect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Recipient shall restrict access to the Confidential Information to its employees, agents, and advisors (collectively, "Representatives") who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Option B: Recipient shall implement and maintain reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to, physical, electronic, and administrative safeguards. Recipient shall limit access to the Confidential Information to its employees and consultants who have a need to know the information to evaluate the potential transaction. Recipient will ensure such employees and consultants are aware of, and comply with, the terms of this Agreement.

Duration of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the Effective Date.

Option B: The obligations of confidentiality under this Agreement shall survive for [Number] years from the date of disclosure, except with respect to Confidential Information that constitutes a trade secret under North Carolina law, for which the obligations shall continue for as long as such information remains a trade secret.

Return of Confidential Information

Option A: Upon Discloser's written request, or upon termination of discussions regarding a potential investment, Recipient shall promptly return or destroy all copies of the Confidential Information in its possession or control, including all notes, analyses, reproductions, and derivative works based upon the Confidential Information. Recipient shall certify in writing to Discloser that it has complied with this provision.

Option B: Within [Number] days of written request from Discloser, or upon termination of discussions regarding a potential investment, Recipient will, at Discloser’s option, either return to Discloser or destroy all Confidential Information and all copies thereof. Recipient will certify in writing to Discloser that it has complied with this provision.

Unauthorized Disclosure

Option A: Recipient shall immediately notify Discloser in writing upon learning of any unauthorized disclosure or use of the Confidential Information and shall cooperate fully with Discloser in any effort to remedy such unauthorized disclosure or use.

Option B: Recipient will immediately notify Discloser in writing if Recipient becomes aware of any unauthorized disclosure, use, or access to the Confidential Information and will take all reasonable steps to mitigate the effects of any such unauthorized disclosure, use, or access.

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 unauthorized disclosure or use. Discloser shall also be entitled to recover its attorneys’ fees and costs incurred in enforcing this Agreement if it prevails.

Option B: In the event of a breach of this Agreement by Recipient, Discloser will be entitled to seek injunctive relief and monetary damages, including actual and consequential damages, and reasonable attorneys' fees.

Relationship of Parties

Option A: Nothing contained in this Agreement shall be construed as creating any partnership, agency, joint venture, or other form of legal entity between the parties. This Agreement does not create any obligation on either party to enter into any further agreement or investment.

Option B: This Agreement is not intended to create, nor shall it be construed as creating, a partnership, joint venture, or agency relationship between Discloser and Recipient. Nothing in this Agreement constitutes an offer to sell securities, nor shall anything herein be deemed to be an indication that a transaction will ultimately occur.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, State], in accordance with the rules of the American Arbitration Association. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

Option B: Any controversy or claim arising out of or relating to this Agreement shall be settled by litigation in the state courts located in [County] County, North Carolina, and each party consents to the jurisdiction and venue of such courts. The prevailing party in any such litigation shall be entitled to recover its reasonable attorneys' fees and costs.

Governing Law

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles.

Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in a state or federal court located in [County] County, North Carolina.

Data Protection

Option A: To the extent that Recipient processes any personal data of Discloser or its customers in connection with this Agreement, Recipient shall comply with all applicable North Carolina data protection laws, including the North Carolina Identity Theft Protection Act (N.C. Gen. Stat. §§ 75-60 et seq.).

Option B: Recipient will take reasonable measures to protect any personal information received from Discloser as required by applicable North Carolina laws, including N.C. Gen. Stat. §§ 75-60 et seq.

Miscellaneous

Option A:

• No Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision.
• 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.
• 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.
• Amendment: This Agreement may be amended only by a writing signed by both parties.

Option B:

• 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.
• 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.
• 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.
• Amendment: This Agreement may be amended only by a writing signed by both parties.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Investor Name]

By: [Name]

Title: [Title]