Oregon investor nda template

Oregon Investor Non-Disclosure Agreement

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

* [Company Name], a [Company Structure, e.g., Oregon LLC] with its principal place of business at [Company Address], hereinafter referred to as "Company," and

* [Investor Name], a [Investor Structure, e.g., Oregon corporation, individual investor] residing at [Investor Address], and/or representing [Venture Fund Name] whose principal place of business is [Fund Address], acting in the capacity of a [Investor Role, e.g., potential investor, angel investor], hereinafter referred to as "Investor."

1. Definition of Confidential Information

* Option A: Broad Definition Confidential Information includes all information disclosed by Company to Investor, whether orally, visually, in writing, or electronically, relating to Company's business, including but not limited to: business plans, pitch decks, technology blueprints, intellectual property, financial statements, projections, fundraising strategies, cap tables, deal structures, due diligence reports, term sheets, legal documents, client or partner data, supplier agreements, strategic initiatives, data room contents, and all information marked or identified as confidential.

* Option B: Specific Definition Confidential Information includes specifically: [List Specific Documents and Information Deemed Confidential]. This also includes information derived from the above, analyses, compilations, studies or other documents which contain or otherwise reflect or are generated from Confidential Information.

2. Exclusions from Confidentiality

* Option A: Standard Exclusions This Agreement shall not apply to information that: * Is or becomes publicly available through no fault of Investor. * Was already lawfully in Investor’s possession prior to disclosure by Company. * Is independently developed by Investor without use of the Confidential Information. * Is received by Investor in good faith from a third party not bound by a confidentiality obligation to Company. * Is required to be disclosed by law, court order, or government regulation, provided that Investor gives Company reasonable notice prior to disclosure, to the extent legally permissible, to allow Company to seek a protective order or other appropriate remedy.

* Option B: Limited Exclusions Only information that is already public knowledge is excluded from this agreement.

3. Use of Confidential Information

* Option A: Investment Evaluation Only Investor agrees to use the Confidential Information solely for the purpose of evaluating a potential investment or business relationship with Company. Investor shall not use the Confidential Information for any other purpose, including but not limited to competing with Company or deriving any commercial or personal gain unrelated to the proposed transaction.

* Option B: Due Diligence Investor may only use the Confidential Information for the purpose of conducting due diligence with respect to a potential investment in the company.

4. Security and Access

* Option A: Standard Security Measures Investor shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Investor shall restrict access to the Confidential Information to its employees, agents, representatives, legal counsel, and consultants ("Representatives") who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those contained herein.

* Option B: Enhanced Security Measures Investor shall implement and maintain commercially reasonable security measures to protect Confidential Information from unauthorized access, use, or disclosure, including but not limited to: secure storage, password protection, encryption for electronic data, controlled access to physical locations, and procedures for secure data transmission. Investor agrees not to download or share any Confidential Information without the express written consent of the Company.

5. Term and Termination

* Option A: Fixed Term This Agreement shall commence on the Effective Date and shall continue in full force and effect until [Number] years from the date of termination of discussions between Company and Investor.

* Option B: Event-Based Termination This Agreement shall terminate upon the earlier of (i) the closing of an investment by Investor in Company or (ii) [Number] years from the Effective Date.

6. Return or Destruction of Confidential Information

* Option A: Standard Return/Destruction Upon the termination of this Agreement or upon Company’s written request, Investor shall promptly return or destroy all Confidential Information, including all copies, extracts, and other reproductions thereof, in its possession or control. Investor shall certify in writing to Company that it has complied with this obligation.

* Option B: Secure Destruction Upon the termination of this Agreement or upon Company’s written request, Investor shall securely destroy all Confidential Information, including all copies, extracts, and other reproductions thereof, in its possession or control, using a method approved by Company in writing. Investor shall certify in writing to Company that it has complied with this obligation.

7. Notice of Unauthorized Disclosure

* Option A: Immediate Notification Investor shall immediately notify Company in writing upon becoming aware of any unauthorized disclosure, loss, or misuse of the Confidential Information. Investor shall reasonably cooperate with Company in any investigation or remedial action taken by Company.

* Option B: Detailed Incident Response In the event of any suspected or actual breach of this Agreement or unauthorized disclosure of Confidential Information, Investor shall (a) immediately notify Company, (b) promptly investigate such breach or disclosure, (c) take all reasonable steps to mitigate the damage and prevent further breach or disclosure, and (d) provide Company with a detailed written report of the incident.

8. Remedies

* Option A: Injunctive Relief and Damages Investor acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to Company for which monetary damages may be inadequate. Accordingly, Company shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity. Investor shall be liable for all reasonable attorneys’ fees and costs incurred by Company in enforcing this Agreement.

* Option B: Liquidated Damages In the event of a breach of this Agreement by Investor, Company shall be entitled to recover from Investor, as liquidated damages and not as a penalty, the sum of [Dollar Amount]. This amount is a reasonable estimate of the damages likely to result from a breach, and the parties agree that proof of actual damages would be difficult to ascertain. This remedy is in addition to, and not in lieu of, any other remedies available to Company.

9. No Obligation to Invest

* Option A: Standard Clause This Agreement does not obligate Investor to make any investment in Company or to enter into any other agreement with Company.

* Option B: Evaluation Only The Parties agree that the purpose of this Agreement is to facilitate an evaluation by Investor of a potential transaction with Company and that this Agreement shall not be construed to create any obligation on the part of Investor to proceed with any such transaction.

10. Non-Circumvention

* Option A: Standard Non-Circumvention Investor agrees not to circumvent Company by directly contacting or dealing with any third parties introduced to Investor by Company or whose identity Investor learned of as a result of the Confidential Information, for a period of [Number] years from the Effective Date.

* Option B: Limited Non-Circumvention Investor agrees not to solicit, contract with, or otherwise engage in business with any [Customers, Suppliers, or other specific entities] introduced to Investor by Company, for a period of [Number] years from the Effective Date, unless through or with the express written consent of Company.

11. Third-Party Confidential Information

* Option A: Compliance with Laws Investor acknowledges that the Confidential Information may include confidential information belonging to third parties. Investor agrees to comply with all applicable laws and regulations, including Oregon’s data protection laws, regarding the handling of such information.

* Option B: Oregon Specific Compliance Investor shall comply with all applicable Oregon laws and regulations, including ORS 646A.600-628, regarding the handling of personal information and data breach notification requirements, in connection with any third-party confidential information included in the Confidential Information.

12. Governing Law and Venue

* Option A: Oregon Law and Courts This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name], Oregon, and the parties hereby consent to the jurisdiction of such courts.

* Option B: Oregon Law and Arbitration This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, Oregon] in accordance with the rules of the American Arbitration Association.

13. Assignment

* Option A: No Assignment This Agreement may not be assigned by either party without the prior written consent of the other party.

* Option B: Assignment with Notice This Agreement may be assigned by Company to a successor in interest without the consent of Investor. Investor may not assign this Agreement without the prior written consent of Company.

14. Entire Agreement

* Option A: Standard Clause 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: Detailed Clause This Agreement embodies the entire understanding between the parties and supersedes all prior or contemporaneous negotiations, representations, and agreements, whether written or oral, relating to the subject matter of this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

15. Severability

* Option A: Standard Clause 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: Modified Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect.

16. Waiver

* Option A: Written Waiver Required No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

* Option B: No Implied Waiver The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right or remedy hereunder, shall not constitute a waiver of such provision or right or remedy, and no waiver of any provision shall be deemed a waiver of any other provision, nor shall any waiver be deemed a continuing waiver unless expressly so stated.

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

[Company Name]

By: [Name]

Title: [Title]

Address: [Company Address]

Email: [Company Email]

Phone: [Company Phone]

[Investor Name]

By: [Name]

Title: [Title] (If applicable)

Address: [Investor Address]

Email: [Investor Email]

Phone: [Investor Phone]