Pennsylvania investor nda template

Pennsylvania Investor Nondisclosure Agreement

This Pennsylvania Investor Nondisclosure Agreement (the "Agreement") is made and entered into as of this [Date], by and between:

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

Recitals:

Discloser possesses certain confidential and proprietary information that it desires to disclose to Recipient for the sole purpose of evaluating a potential investment or related transaction. Recipient is willing to receive such information subject to the terms and conditions set forth in this Agreement. This Agreement is governed by the laws of the Commonwealth of Pennsylvania and is intended to protect Confidential Information as defined herein, including trade secrets protected under the Pennsylvania Uniform Trade Secrets Act, 12 Pa.C.S. § 5301 et seq.

Confidential Information

• Option A: "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether orally, visually, in writing, electronically, or in any other form, concerning Discloser's business, technology, products, services, financial condition, business plans, fundraising strategies, pitch materials, intellectual property, trade secrets, technology, source code, financial statements, cap tables, due diligence reports, investor identities and terms, M&A or exit planning, valuation models, prototype data, market analyses, customer contracts, pricing, vendor lists, and all information disclosed during the investment evaluation process.
• Option B: Confidential Information includes, but is not limited to: [Specific List of Confidential Data] and any analyses, compilations, studies, or other documents prepared by Recipient that contain or are derived from such information.

Exclusions from Confidential Information

• Option A: Confidential Information does not include information that:
  • is or becomes publicly available through no fault of Recipient;
  • was known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's written records;
  • is rightfully received by Recipient from a third party without any obligation of confidentiality; or
  • is required to be disclosed by law, regulation, or court order, provided that Recipient gives Discloser prompt written notice of such requirement (if legally permissible) and cooperates with Discloser in seeking a protective order or other appropriate remedy.
• Option B: The foregoing exclusions shall not apply to information which constitutes a trade secret under Pennsylvania law.

Permitted Use

• Option A: Recipient shall use the Confidential Information solely for the purpose of evaluating a potential investment in Discloser and negotiating the terms of a possible investment or related transaction (the "Purpose"). Recipient shall not use the Confidential Information for any other purpose, including but not limited to competing with Discloser or for Recipient's own commercial benefit.
• Option B: Recipient may share the Confidential Information with its employees, partners, advisors, and potential co-investors (collectively, "Representatives") who have a need to know the information for the Purpose, provided that such Representatives are bound by confidentiality obligations no less restrictive than those contained in this Agreement. Recipient shall be responsible for any breach of this Agreement by its Representatives.

Protection of Confidential Information

• Option A: Recipient shall protect the Confidential Information from unauthorized disclosure 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 a reasonable degree of care. Recipient shall implement and maintain appropriate security measures, including but not limited to physical, technical, and administrative safeguards, to prevent unauthorized access to or use of the Confidential Information, in accordance with commercially reasonable standards for the industry.
• Option B: Recipient must adhere to safeguards meeting Pennsylvania trade secret protection standards, which includes restricted access, encrypted storage, and a formal data protection plan.

Term and Termination

• Option A: This Agreement shall commence on the date first written above and shall continue in effect for a period of [Number] years from that date. The confidentiality obligations of Recipient shall survive the termination of this Agreement for a period of [Number] years.
• Option B: The term for evaluating potential investment continues as long as negotiations are actively pursued. Following conclusion of negotiations or formal termination of investment consideration, the Recipient's obligation to protect confidential information lasts [Number] years.

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 or destroy all Confidential Information in its possession or control, including all copies, notes, and summaries thereof. Recipient shall certify in writing to Discloser that it has complied with this obligation.
• Option B: Destruction must be done securely to prevent recovery of the data, and certification requires a statement describing methods of deletion and assurance of non-retrievability.

Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing of any actual or suspected unauthorized disclosure or use of the Confidential Information. Recipient shall cooperate fully with Discloser in investigating any such unauthorized disclosure or use and in taking steps to prevent any further unauthorized disclosure or use.

Remedies

• Option A: Recipient acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to Discloser for which monetary damages may be inadequate. Accordingly, Discloser shall be entitled to seek injunctive relief in any court of competent jurisdiction in Pennsylvania to prevent any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity.
• Option B: Discloser reserves the right to claim liquidated damages, if applicable and enforceable under Pennsylvania law, and seek indemnification.

No Representations or Warranties

Discloser makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information.

No Obligation to Transact

This Agreement shall not be construed to obligate either party to enter into any further agreement or transaction.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law 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] County, Pennsylvania.

Dispute Resolution

The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, they may agree to submit the dispute to mediation or arbitration.

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.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be permitted and have the same force and effect as original signatures.

Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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

Discloser:

By: [Authorized Representative Name]

Title: [Title]

Recipient:

By: [Authorized Representative Name]

Title: [Title]