Oklahoma investor nda template

Oklahoma Investor Non-Disclosure Agreement

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

[Investor Full Legal Name], residing at [Investor Business Address], and/or having its principal place of business at [Investor Business Address], represented by [Authorized Representative Name], [Authorized Representative Title] (hereinafter referred to as "Investor");

and

[Target Company Full Legal Name], residing at [Target Company Business Address], and/or having its principal place of business at [Target Company Business Address], represented by [Authorized Representative Name], [Authorized Representative Title] (hereinafter referred to as "Company").

RECITALS

WHEREAS, Investor is considering a potential investment in Company relating to [Investment Relationship Type: e.g., equity, debt, preliminary assessment, formal negotiation]; and

WHEREAS, in connection with Investor's evaluation of the potential investment, Company desires to disclose to Investor certain confidential information regarding its business, financial condition, operations, technology, and prospects (the "Evaluation"); and

WHEREAS, Investor is willing to receive such Confidential Information, but only upon the condition that Investor agrees to protect the confidentiality of such information in accordance with the terms of this Agreement.

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

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Company to Investor, whether orally, visually, in writing, electronically, or by access to physical premises, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Such Confidential Information includes, but is not limited to:

Option A: Financial statements, business models, proprietary technology, trade secrets (as defined by the Oklahoma Uniform Trade Secrets Act, OUSTA), business strategies, intellectual property not yet registered, investor presentations and pitch materials, partner and customer lists, unpublished valuation data, deal terms, competitive analysis, legal and regulatory compliance documents.

Option B: Data concerning real property assets owned, leased, or under development by Company, including geological surveys, well data, lease agreements, production reports, and environmental assessments (relevant to Oklahoma energy and real estate investments).

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 Investor or its Representatives in violation of this Agreement;

Option B: was known to Investor prior to its disclosure by Company, as evidenced by Investor's contemporaneous written records;

Option C: is independently developed by Investor without use of or reference to the Confidential Information;

Option D: is lawfully received by Investor from a third party who is not bound by any obligation of confidentiality with respect to such information; or

Option E: is required to be disclosed by law, regulation, or court order, provided that Investor provides Company with prompt written notice of such requirement (to the extent legally permissible) and cooperates with Company in seeking a protective order or other appropriate remedy.

3. Permitted Uses of Confidential Information

Investor may use the Confidential Information solely for the purpose of evaluating the potential investment in Company.

Option A: The Confidential Information may be used for internal evaluation and decision-making, and for structuring and negotiating the terms of a potential transaction.

Option B: The Confidential Information shall not be used for any competitive purposes, for personal gain, or for any other business purpose unrelated to the Evaluation.

4. Confidentiality Obligations

Investor agrees to:

Option A: protect the Confidential Information from unauthorized use, disclosure, or access with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care as interpreted under the Oklahoma Uniform Trade Secrets Act (OUSTA).

Option B: restrict access to the Confidential Information to its employees, advisors (including legal counsel and financial advisors), and potential co-investors (collectively, "Representatives") who have a need to know such information for the Evaluation and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

Option C: implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, including physical, technical, and administrative safeguards.

Option D: ensure that all Representatives are aware of the terms of this Agreement and comply with its provisions.

5. Standard of Care

Investor shall protect Confidential Information using reasonable measures, including:

Option A: Maintaining physical security for paper documents.

Option B: Using password protection and encryption for electronic documents and communications.

Option C: Limiting access to Confidential Information to authorized personnel.

Option D: Requiring sub-NDAs from third-party consultants and advisors.

6. Term and Termination

This Agreement shall commence on the date first written above and shall continue in effect for a period of [Number] years from the date hereof (the "Term").

Option A: Notwithstanding the foregoing, the obligations of confidentiality with respect to Trade Secrets (as defined under OUSTA) shall continue indefinitely.

Option B: This Agreement may be terminated earlier upon written notice by either party to the other. Termination shall not relieve the parties of their confidentiality obligations with respect to Confidential Information disclosed prior to the date of termination.

7. Return or Destruction of Confidential Information

Upon Company's written request or upon termination of this Agreement, Investor shall promptly:

Option A: return to Company all tangible embodiments of the Confidential Information, including documents, notes, and other materials, or at Company's option.

Option B: destroy all such tangible embodiments and provide Company with written certification of such destruction.

Option C: For electronic copies, ensure secure deletion and confirmation.

8. Notice of Unauthorized Disclosure

Investor shall promptly notify Company in writing upon becoming aware of any actual or suspected unauthorized use or disclosure of the Confidential Information. Investor shall cooperate with Company in any reasonable effort to mitigate the effects of such unauthorized use or disclosure.

9. Remedies

Investor acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Company for which monetary damages may be inadequate.

Option A: Company shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity.

Option B: Investor agrees to indemnify and hold Company harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to any breach of this Agreement by Investor or its Representatives. Liquidated damages, if included, must be carefully considered and comply with Oklahoma law requirements for enforceability.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

Option A: The parties shall first attempt to resolve the dispute through good faith negotiation.

Option B: If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in [City, Oklahoma].

Option C: If mediation is unsuccessful, either party may initiate litigation in the state or federal courts located in [County, Oklahoma]. Each party irrevocably consents to the jurisdiction and venue of such courts.

11. Governing Law

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

12. 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, consistent with Oklahoma judicial practices.

13. No Obligation to Invest

Nothing in this Agreement shall be construed as creating any obligation on the part of Investor to invest in Company.

14. No Partnership or Joint Venture

This Agreement shall not be construed as creating a partnership, joint venture, or agency relationship between the parties.

15. Consideration

The mutual covenants contained herein, including Company's disclosure of Confidential Information and Investor's agreement to protect such information, constitute good and valuable consideration for this Agreement.

16. Industry Regulations

The parties acknowledge that [Industry, e.g., oil & gas, healthcare] is subject to specific regulations in Oklahoma, and the parties shall comply with all applicable regulations in connection with the disclosure and use of Confidential Information.

17. Data Protection

The parties shall comply with all applicable Oklahoma and federal data protection laws, including those relating to sensitive personal or non-public information.

18. Oklahoma Statutory Notice

The parties acknowledge that trade secrets are protected under the Oklahoma Uniform Trade Secrets Act, and the parties shall comply with the requirements of such Act.

19. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

20. 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.

21. 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.

22. No Implied License

Nothing in this Agreement shall be construed as granting Investor any license or other right to use the Confidential Information or any intellectual property rights of Company.

23. Return of Property

Any property brought onto Company premises for due diligence shall be returned promptly at the conclusion of the visit or upon Company's request.

24. Employee Solicitation

During the Term and for a period of [Number] months thereafter, Investor shall not, directly or indirectly, solicit or hire any employee or consultant of Company without the prior written consent of Company.

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

[Investor Full Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Target Company Full Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]