Rhode Island investor nda template

Rhode Island Investor Non-Disclosure Agreement

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

• [Disclosing Party Full Legal Name], a [Disclosing Party Entity Type, e.g., Rhode Island Corporation], with its principal place of business at [Disclosing Party Full Address], hereinafter referred to as "Discloser,"
• and
• [Recipient Party Full Legal Name], a [Recipient Party Entity Type, e.g., Rhode Island Limited Liability Company], with its principal place of business at [Recipient Party Full Address], hereinafter referred to as "Recipient." Recipient includes any authorized representatives or advisors covered, specifically: [List of Representatives/Advisors Names and Titles].

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all information disclosed by Discloser to Recipient, whether disclosed orally, visually, in writing, or by electronic means, relating to Discloser's business, including but not limited to:

• Business plans
• Financial statements
• Capitalization tables
• Investor pitch decks
• Term sheets
• Proprietary technology
• Intellectual property
• Contracts
• Client/customer information
• Supplier/vendor data
• Regulatory filings
• Business strategies
• Pending patents
• Product roadmaps
• Market analysis
• Partnership discussions.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes generally available to the public other than as a result of disclosure by Recipient or its Representatives.
• Was available to Recipient on a non-confidential basis prior to its disclosure by Discloser.
• Is independently developed by Recipient without use of or reference to the Confidential Information.
• Is received from a third party not bound by a confidentiality agreement with Discloser.
• Is required to be disclosed by law, regulation, or court order, provided that Recipient provides Discloser with prompt notice of such requirement to allow Discloser to seek a protective order or other appropriate remedy (to the extent legally permissible).

3. Use of Confidential Information

Recipient agrees to use the Confidential Information solely for the purpose of evaluating a potential investment in Discloser ("Purpose").

• Option A: Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, soliciting employees, clients, or partners of Discloser.
• Option B: Recipient shall not use the Confidential Information for any other purpose, except with the express written consent of Discloser.

4. Obligations of Recipient

Recipient agrees to protect the Confidential Information and to prevent its unauthorized disclosure.

• Recipient shall limit access to the Confidential Information to its affiliates, directors, officers, employees, legal and financial advisors (collectively, "Representatives") who have a need to know the information for the Purpose.
• Recipient shall ensure that its Representatives are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Recipient shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including physical, electronic, and procedural safeguards.

5. Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue:

• Option A: For a period of [Number] years from the date hereof.
• Option B: With respect to information that constitutes a "trade secret" under R.I. Gen. Laws §6-41-1 et seq., for as long as such information remains a trade secret. For other Confidential Information, the obligations shall continue for a period of [Number] years from the date hereof.

6. Return of Confidential Information

Upon the earlier of (i) termination of discussions between the parties regarding the Purpose, (ii) demand by Discloser, or (iii) completion of the investment evaluation, Recipient shall promptly:

• Return to Discloser all tangible embodiments of the Confidential Information, including all copies and extracts thereof.
• Or, at Discloser's option, destroy all such tangible embodiments and provide Discloser with written certification of such destruction.

7. Notification of Unauthorized Disclosure

Recipient shall immediately notify Discloser upon discovery of any unauthorized access, use, loss, or disclosure of Confidential Information.

• Recipient shall cooperate fully with Discloser in any investigation or remedial action relating to such unauthorized access, use, loss, or disclosure.

8. Remedies for Breach

Discloser shall be entitled to seek all available legal and equitable remedies for any breach of this Agreement by Recipient, including:

• Injunctive relief.
• Actual and consequential damages.
• Indemnification for losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred by Discloser as a result of such breach.

9. No License or Ownership

No license, ownership right, or transfer of any intellectual property, trade secret, or proprietary information is granted by the disclosure of Confidential Information.

• Recipient shall not reverse engineer, decompile, disassemble, or attempt to derive the underlying source code or structure of any Confidential Information.

10. Governing Law and Venue

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

• Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Rhode Island, and the parties hereby consent to the jurisdiction of such courts.

11. Amendment and Waiver

This Agreement may not be amended or waived except by a written instrument signed by both parties.

12. Severability

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

13. 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.

14. Data Privacy Compliance

To the extent that any Confidential Information includes personal data of Rhode Island residents, Recipient shall comply with all applicable Rhode Island and federal data privacy laws, including R.I. Gen. Laws §11-49.3 (Rhode Island Identity Theft Protection Act).

15. Successors and Assigns

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

• Recipient shall not assign this Agreement without the prior written consent of Discloser.

16. Non-Solicitation (Optional)

• Option A: During the term of this Agreement and for a period of [Number] years thereafter, Recipient shall not, directly or indirectly, solicit for employment or hire any employee of Discloser, or solicit any client or contractor of Discloser, based on information gained through this agreement.
• Option B: (No Non-Solicitation Clause) This agreement does not include a non-solicitation clause.

17. Designation of Confidential Information

Discloser may designate information as confidential at the time of disclosure.

• For information disclosed orally or visually, Discloser shall confirm the confidential nature of such information in writing within [Number] days of disclosure, or the information will not be considered Confidential Information. The fallback is for information that is obviously confidential.

18. Notice

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service, to the addresses set forth above.

• For reporting a breach or requesting return/destruction, the Recipient contact is: [Recipient Contact Name] at [Recipient Contact Email] or [Recipient Contact Phone Number].

19. 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. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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

[Disclosing Party Full Legal Name]

By: [Disclosing Party Authorized Signature]

Name: [Disclosing Party Authorized Name]

Title: [Disclosing Party Authorized Title]

[Recipient Party Full Legal Name]

By: [Recipient Party Authorized Signature]

Name: [Recipient Party Authorized Name]

Title: [Recipient Party Authorized Title]