North Dakota investor nda template

North Dakota Investor Non-Disclosure Agreement

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

• [Disclosing Party Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Disclosing Party Address] ("Discloser"), and
• [Recipient Party Name], an individual or entity with an address at [Recipient Party Address] ("Recipient").

Discloser and Recipient are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

1. Definition of Confidential Information:

• Option A: "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally or in writing, before, on, or after the Effective Date of this Agreement, including, but not limited to:
  • Business plans, financial statements, cap tables, projections, and other financial information.
  • Proprietary data, technology, trade secrets as defined in North Dakota Century Code Chapter 47-25.1, product information (including prototypes, software code, algorithms), and intellectual property filings.
  • Customer or partner lists, investment terms, and negotiation records.
• Option B: "Confidential Information" includes any information marked as confidential or that should reasonably be understood to be confidential under the circumstances. This includes information provided in written, oral, electronic, visual, and other tangible or intangible forms.

2. Exclusions from Confidential Information:

• Option A: Confidential Information shall not include information that:
  • Is or becomes publicly available through no fault of Recipient.
  • Was lawfully possessed by Recipient prior to disclosure by Discloser, as evidenced by written records.
  • Is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as evidenced by written records.
  • Is rightfully received by Recipient from a third party who is not bound by any confidentiality obligation to Discloser.
• Option B: If Recipient is legally compelled to disclose Confidential Information by a court or governmental agency, Recipient shall provide Discloser with prompt written notice to allow Discloser to seek a protective order or other appropriate remedy. Recipient shall cooperate with Discloser in seeking such protection.

3. Purpose of Disclosure and Permitted Use:

• Option A: Recipient may use the Confidential Information solely for the purpose of evaluating a potential investment in Discloser (the "Purpose"). Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, competing with Discloser or disclosing the Confidential Information to any third party without Discloser’s prior written consent.
• Option B: The Confidential Information may be used only for due diligence, investment decision-making, and evaluating business opportunities related to Discloser.

4. Restricted Access:

• Option A: Recipient shall restrict access to the Confidential Information to its employees, partners, and advisors who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as stringent as those contained in this Agreement.
• Option B: Recipient will ensure that all individuals with access to the Confidential Information are aware of and comply with the terms of this Agreement.

5. Security Measures:

• Option A: Recipient shall protect the Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. Recipient shall implement and maintain appropriate physical, electronic, and procedural safeguards to prevent unauthorized access to or disclosure of the Confidential Information, adhering to industry best practices and North Dakota standards.
• Option B: This includes maintaining secure servers, limiting physical access to documents, and using password protection.

6. Term:

• Option A: This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years from the date of termination of discussions regarding a potential investment.
• Option B: The obligations of confidentiality under this Agreement shall survive for [Number] years from the date of disclosure of the Confidential Information.

7. Return or Destruction of Confidential Information:

• Option A: Upon Discloser’s written request or upon termination of discussions regarding a potential investment, Recipient shall promptly return to Discloser all Confidential Information in its possession or control, including all copies, summaries, and extracts thereof, or, at Discloser’s option, shall destroy such Confidential Information and certify such destruction in writing to Discloser.
• Option B: If return or destruction is not feasible due to data retention policies or legal requirements, Recipient shall continue to protect the confidentiality of the information as required by this Agreement. In instances involving statutory records or regulated data pursuant to North Dakota laws, specific compliance protocols will be adhered to.

8. Notification of Breach:

• Option A: Recipient shall immediately notify Discloser upon becoming aware of any unauthorized use or disclosure of the Confidential Information. Recipient shall cooperate with Discloser in investigating and remedying any such breach.
• Option B: Such notification must be prompt and include all details available to Recipient regarding the nature and extent of the breach, as well as steps being taken to mitigate the harm.

9. Remedies for Breach:

• Option A: Discloser shall be entitled to injunctive relief to prevent or restrain any breach or threatened breach of this Agreement by Recipient. Discloser shall also be entitled to recover all damages, including reasonable attorney’s fees and costs, incurred as a result of such breach.
• Option B: Monetary damages may not be a sufficient remedy for a breach of this Agreement, and injunctive relief will be available to Discloser as per North Dakota standards for equitable remedies. Discloser shall have the right to pursue all available legal and equitable remedies.

10. Warranties and Representations:

• Option A: Discloser represents and warrants that it has the right to disclose the Confidential Information to Recipient. Recipient acknowledges that this Agreement does not constitute an offer to invest in Discloser and that Recipient is under no obligation to invest.
• Option B: Discloser provides information with the understanding that there is no guarantee of accuracy and disclaims any further legal liability or investment obligation.

11. Governing Law and Venue:

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota, without regard to its conflict of laws principles. The exclusive venue and jurisdiction for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, North Dakota.
• Option B: Any dispute must first be addressed through good-faith negotiation, followed by mediation, before proceeding to arbitration or litigation if required by applicable North Dakota court rules.

12. Data Protection:

• Option A: If the Confidential Information includes personal information of North Dakota residents, Recipient shall comply with all applicable North Dakota data protection laws and regulations.
• Option B: Recipient must implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data.

13. Amendment:

• Option A: This Agreement may be amended only by a written instrument signed by both Parties. No oral modifications or waivers are permitted.
• Option B: Per North Dakota legal contract interpretation principles, any amendment or waiver must be in writing to be effective.

14. 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.
• Option B: The Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.

15. Assignment:

• Option A: Recipient shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser.
• Option B: Any attempted assignment without such consent shall be void.

16. 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.
• Option B: This Agreement represents the full and final understanding between the Parties regarding the confidential nature of the information exchanged during investment negotiations.

17. Securities Laws Compliance:

• Option A: Nothing in this Agreement shall be construed as an offering, solicitation, or commitment by any Party to invest.
• Option B: This NDA does not create any obligation to invest unless and until a definitive investment agreement is executed. This agreement is compliant with North Dakota and federal securities laws.

18. Additional Disclosures:

• Option A: [Include any additional disclosures or protections necessitated by the industry context, such as health, financial, or agricultural data regulations common in North Dakota.]
• Option B: Management of conflicts of interest or multiple parties/investors within the agreement: [Specify how conflicts of interest or multiple parties/investors are managed within the agreement.]

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Recipient Party Name]

By: [Name]

Title: [Title]