Ohio investor nda template

Ohio Investor Non-Disclosure Agreement

This Ohio Investor Non-Disclosure Agreement (this “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], hereinafter referred to as “Disclosing Party,” and represented by [Authorized Representative Name], whose contact information is [Authorized Representative Contact Information],
• and
• [Receiving Party Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Receiving Party Address], hereinafter referred to as “Receiving Party,” and represented by [Authorized Representative Name], whose contact information is [Authorized Representative Contact Information].

Witnesseth:

• Whereas, Disclosing Party possesses certain confidential and proprietary information that it desires to disclose to Receiving Party for the sole purpose of evaluating a potential investment by Receiving Party in Disclosing Party (the “Purpose”);
• Whereas, Receiving Party is willing to receive such confidential information, but only upon the condition that it agrees to protect the confidentiality of such information as set forth in this Agreement.

Now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

• Option A: “Confidential Information” shall mean any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or by any other means, that relates to Disclosing Party’s business, products, services, technology, financial condition, business plans, strategies, market analysis, capitalization table, trade secrets, intellectual property filings, valuation data, investor presentations, customer and vendor lists, term sheets, operational methods, management information, technical documentation, strategies discussed during negotiation, or other proprietary information, whether or not marked or identified as confidential. Confidential Information includes, without limitation, financial statements, business plans, capitalization tables, trade secrets, intellectual property filings, valuation data, investor presentations, customer and vendor lists, term sheets, proprietary market analysis, operational methods, management information, technical documentation, strategies discussed during negotiation, and information disclosed verbally, electronically, or in writing during investor meetings, data rooms, or pitch sessions.
• Option B: "Confidential Information" shall mean all non-public, proprietary, and confidential information disclosed by Disclosing Party to Receiving Party, including but not limited to financial data, marketing plans, customer lists, trade secrets, technical specifications, and business strategies.

Exclusions from Confidentiality

• Option A: The obligations of this Agreement shall not apply to any information that:
  • is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its representatives in violation of this Agreement;
  • was in Receiving Party’s possession prior to its disclosure by Disclosing Party, as evidenced by Receiving Party’s written records;
  • is rightfully received by Receiving Party from a third party who is not bound by any confidentiality obligation to Disclosing Party; or
  • is required to be disclosed pursuant to law, regulation, or court order, provided that Receiving Party provides Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) and reasonably cooperates with Disclosing Party, at Disclosing Party’s expense, to obtain a protective order or other appropriate relief.
• Option B: Confidential Information shall exclude information that is already known to the Receiving Party, becomes publicly available through no fault of the Receiving Party, or is received from a third party without restriction.

Use of Confidential Information

• Option A: Receiving Party agrees to use the Confidential Information solely for the Purpose of evaluating a potential investment in Disclosing Party and shall not use the Confidential Information for any other purpose whatsoever, including, without limitation, any competitive purpose, personal gain, or for the benefit of any third party, except as expressly permitted in this Agreement.
• Option B: Receiving Party shall use the Confidential Information solely for the purpose of evaluating a potential investment in the Disclosing Party. Any other use is strictly prohibited.

Disclosure to Representatives

• Option A: Receiving Party may disclose Confidential Information to its employees, officers, directors, advisors (including, without limitation, attorneys, accountants, and consultants), and potential co-investors (collectively, “Representatives”) who have a need to know such Confidential Information for the Purpose, provided that such Representatives are informed of the confidential nature of the Confidential Information and agree to be bound by the terms of this Agreement or are otherwise subject to a professional or contractual obligation to maintain the confidentiality of the Confidential Information at least as protective as the terms of this Agreement. Receiving Party shall be responsible for any breach of this Agreement by its Representatives.
• Option B: The Receiving Party may disclose Confidential Information only to its employees or consultants who need to know the information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Security and Care

• Option A: Receiving Party agrees to protect the Confidential Information with 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. Receiving Party shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including, without limitation, physical, technical, and administrative safeguards.
• Option B: Receiving Party shall safeguard the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care.

Term and Termination

• Option A: This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Number] years. The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of [Number] years.
• Option B: This Agreement shall remain in effect for [Number] years from the Effective Date. The obligation to protect Confidential Information will continue indefinitely for trade secrets, unless and until such information falls into the public domain through no fault of the Receiving Party.

Return of Confidential Information

• Option A: Upon Disclosing Party’s written request, or upon termination of this Agreement, Receiving Party shall promptly return to Disclosing Party all tangible embodiments of the Confidential Information, including, without limitation, all documents, drawings, specifications, reports, analyses, and other materials, together with all copies thereof, or, at Disclosing Party’s option, destroy such materials and certify in writing to Disclosing Party that such destruction has been completed. Receiving Party shall also delete or otherwise render inaccessible all Confidential Information stored in electronic form.
• Option B: Upon written request by Disclosing Party, Receiving Party shall either return or destroy all Confidential Information, including all copies and derivatives, and provide written certification of such destruction.

Breach and Remedies

• Option A: 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. Accordingly, Disclosing Party shall be entitled to seek injunctive relief and specific performance to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, including, without limitation, monetary damages and attorney’s fees.
• Option B: Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to Disclosing Party. Disclosing Party shall be entitled to injunctive relief and other equitable remedies in addition to any other remedies available at law.

No Obligation

• Option A: This Agreement shall not be construed to create any obligation on either party to enter into any further agreement or to make any investment.
• Option B: This Agreement does not create any obligation on either party to enter into a business relationship or investment.

Governing Law and Venue

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County] County, Ohio, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
• Option B: This Agreement shall be governed by the laws of the State of Ohio. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in [County] County, Ohio.

Ohio Legal Compliance

This Agreement is intended to comply with all applicable laws and regulations of the State of Ohio, including, without limitation, the Ohio Uniform Trade Secrets Act (ORC § 1333.61 et seq.).

Assignment

• Option A: Neither party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Disclosing Party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Option B: This Agreement may not be assigned by either party without the express written consent of the other party.

Disclaimer of Waiver

• Option A: No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
• Option B: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

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 be enforced.
• Option B: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

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 constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements and understandings.

Amendments

• Option A: This Agreement may be amended only by a written instrument signed by both parties.
• Option B: Any amendments to this Agreement must be in writing and signed by both parties.

Notification of Legal Process

In the event that Receiving Party receives a subpoena, court order, or other legal process requiring the disclosure of Confidential Information, Receiving Party shall promptly notify Disclosing Party in writing and shall cooperate with Disclosing Party in seeking a protective order or other appropriate relief.

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

Disclosing Party:

____________________________

[Disclosing Party Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Receiving Party:

____________________________

[Receiving Party Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]