South Carolina investor nda template

South Carolina Investor Non-Disclosure Agreement

This South Carolina Investor Non-Disclosure Agreement (this “Agreement”) is made and entered into as of this [Date] by and between:

[Disclosing Party Full Legal Name], a [Entity Type, e.g., Corporation] with its principal place of business at [Disclosing Party Business Address], hereinafter referred to as “Disclosing Party,” and

[Investor Full Legal Name], a [Entity Type, e.g., Limited Liability Company] with its principal place of business at [Investor Business Address], hereinafter referred to as “Recipient.”

Disclosing Party and Recipient may be referred to herein individually as “Party” and collectively as “Parties.”

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Recipient, whether orally, visually, in writing, electronically, or otherwise, that relates to Disclosing Party’s business, including but not limited to:

• Business plans, strategies, and projections.
• Intellectual property, including inventions, patents, trademarks, and copyrights.
• Proprietary technology, software, and algorithms.
• Financial models, projections, and historical financial statements.
• Customer and supplier information.
• Marketing strategies and plans.
• Trade secrets as defined under the South Carolina Uniform Trade Secrets Act (SCUTSA, S.C. Code § 39-8-10 et seq.).
• Investor presentations and term sheets.
• Business opportunities.

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly available through no fault of the Recipient.
• Was already in the Recipient’s lawful possession prior to disclosure by the Disclosing Party and was not subject to a prior confidentiality obligation.
• Is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information.
• Is required to be disclosed by law, court order, or regulatory authority, provided that Recipient gives Disclosing Party reasonable advance notice of such required disclosure, to the extent permitted by law.

3. Use of Confidential Information

The Recipient agrees to use the Confidential Information solely for the purpose of evaluating a potential investment in the Disclosing Party. The Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, competitive or personal advantage.

4. Recipient Obligations

The Recipient shall:

• Option A: Restrict access to the Confidential Information to its partners, employees, advisors, and affiliates who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Option B: Be responsible for any breach of this Agreement by its partners, employees, advisors, and affiliates.
• Implement reasonable and industry-standard security measures to protect the confidentiality of the Confidential Information, including:
  • Physical security measures to prevent unauthorized access.
  • Network security measures, such as firewalls and intrusion detection systems.
  • Secure communication channels and password protection.
  • Restrictions on duplication and sharing of Confidential Information.

5. Term and Termination

• Option A: This Agreement shall commence on the date first written above and shall continue for a period of [Number] ([Number]) years from the date of disclosure.
• Option B: The confidentiality obligations under this Agreement shall continue for as long as the information qualifies as a trade secret under SCUTSA.

6. Return or Destruction of Confidential Information

Upon written request by the Disclosing Party or upon termination of discussions regarding a potential investment, the Recipient shall promptly:

• Return all physical and electronic copies of the Confidential Information to the Disclosing Party.
• Certify in writing to the Disclosing Party that all remaining copies of the Confidential Information, including all summaries and derivative works, have been destroyed.

7. Notice of Unauthorized Disclosure

Recipient shall immediately notify Disclosing Party upon discovery of any known or suspected unauthorized use, breach, or disclosure of Confidential Information and shall reasonably cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use. Including compliance with South Carolina data breach notification requirements if personally identifying information is included (reference S.C. Code § 39-1-90).

8. Remedies for Breach

The Parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to:

• Injunctive relief to prevent further breach.
• Actual and consequential damages.
• Liquidated damages in the amount of [Dollar Amount] (if applicable).
• Reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

9. No Grant of Rights

No license or conveyance of any ownership rights is granted or implied under any patent, copyright, trademark, or other intellectual property right by reason of this Agreement or the disclosure of any Confidential Information.

10. No Obligation to Invest

Nothing in this Agreement shall be construed to create any obligation on the part of the Recipient to proceed with any investment, transaction, or relationship with the Disclosing Party.

11. Dispute Resolution

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

• The parties shall first attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties may agree to submit the dispute to mediation or arbitration.
• This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles. The exclusive venue for any legal action relating to this agreement will be in the courts of South Carolina.

12. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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.
• Amendment: This Agreement may be amended only by a writing signed by both Parties.
• Waiver: No failure or delay in exercising any right under this Agreement shall operate as a waiver of such right.

13. Representations and Warranties

• The Disclosing Party represents and warrants that it has the legal right to disclose the Confidential Information to the Recipient.
• The Recipient represents and warrants that it is not under any conflicting obligations that would prevent it from complying with the terms of this Agreement.

14. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, including the South Carolina Uniform Trade Secrets Act (SCUTSA, S.C. Code § 39-8-10 et seq.) and the South Carolina Uniform Electronic Transactions Act.

15. Electronic Signatures

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 deemed original signatures for all purposes.

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

Disclosing Party:

By: [Disclosing Party Authorized Name]

Title: [Disclosing Party Title]

Signature: ____________________________

Date: [Date]

Recipient:

By: [Investor Authorized Name]

Title: [Investor Title]

Signature: ____________________________

Date: [Date]