South Dakota investor nda template

South Dakota Investor Non-Disclosure Agreement

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

[Disclosing Party Name], a [State of Incorporation/Registration] [Entity Type] with its principal place of business at [Disclosing Party Address] ("Disclosing Party"),

and

[Receiving Party Name], a [State of Incorporation/Registration] [Entity Type] with its principal place of business at [Receiving Party Address] ("Receiving Party").

1. Purpose of Disclosure

The Disclosing Party is considering disclosing certain confidential information to the Receiving Party for the purpose of:

Option A: Investor due diligence in connection with a potential investment in the Disclosing Party.

Option B: Evaluating a business opportunity relating to the Disclosing Party's operations in South Dakota.

Option C: Negotiating a potential investment transaction in South Dakota involving the Disclosing Party.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information includes, but is not limited to:

Business plans, financial statements, and pro forma models.

Capitalization tables.

Intellectual property assets, technical data, and source code.

Product roadmaps.

Customer or supplier identities.

Negotiation details.

Marketing strategies.

Regulatory filings and compliance documents.

Any oral, written, or electronic communications arising in the investment process.

3. Exclusions from Confidential Information

The obligations under this Agreement shall not apply to information that:

Is or becomes publicly available other than as a result of a disclosure by the Receiving Party in violation of this Agreement.

Was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by Receiving Party’s business records.

Is lawfully disclosed to the Receiving Party by a third party not subject to any obligation of confidentiality.

Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Is required to be disclosed pursuant to a valid order of a court or other governmental body of competent jurisdiction in South Dakota or pursuant to South Dakota or federal law, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such required disclosure and a reasonable opportunity to oppose such disclosure or seek a protective order.

4. Permitted Use of Confidential Information

The Receiving Party shall use the Confidential Information solely for the purpose of considering, evaluating, or negotiating the potential investment transaction in South Dakota as described in Section 1.

Option A: The Receiving Party shall not use the Confidential Information for any other purpose, including, but not limited to, personal, commercial, competitive, or other transactions not expressly permitted under this Agreement.

Option B: Specific use limitation: The Receiving Party shall not contact any customer or supplier identified in the Confidential Information without the prior written consent of the Disclosing Party.

5. Security Measures

The Receiving Party shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of a similar nature, but in no event less than reasonable care.

Option A: Reasonable care will include customary data protection practices for the financial sector, including encryption and access controls.

Option B: Reasonable care will include compliance with South Dakota's Uniform Trade Secrets Act as it relates to securing trade secrets.

6. Distribution and Disclosure

The Receiving Party may disclose the Confidential Information only to its representatives, advisors, agents, or affiliates (collectively, "Representatives") who:

Need to know the Confidential Information for the Permitted Use.

Are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

The Receiving Party shall be liable for any breach of this Agreement by its Representatives.

7. Term of Confidentiality

The obligations of confidentiality under this Agreement shall:

Option A: Continue for a period of [Number] years from the date of disclosure.

Option B: Continue for the duration of ongoing investment discussions and for [Number] years after the conclusion or termination of such discussions.

Option C: Continue indefinitely for any Confidential Information that constitutes a "trade secret" under South Dakota law.

8. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request or upon termination of the investment discussions, the Receiving Party shall:

Promptly return to the Disclosing Party all tangible copies of the Confidential Information, including all documents, notes, and other materials containing or reflecting the Confidential Information.

Irretrievably destroy all electronic copies of the Confidential Information.

Certify in writing to the Disclosing Party that it has complied with the requirements of this Section 8.

9. Notification of Unauthorized Disclosure

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any unauthorized disclosure, loss, or suspected breach of the confidentiality obligations under this Agreement.

The Receiving Party shall cooperate with the Disclosing Party in taking all reasonable steps to remedy such breach, including, without limitation, seeking injunctive relief from the courts of South Dakota.

10. Remedies for Breach

The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Party, for which monetary damages would be inadequate.

Option A: The Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, in the circuit courts of South Dakota to prevent or restrain any such unauthorized disclosure or use, in addition to any other remedies available at law or in equity.

Option B: The prevailing party shall be entitled to recover its reasonable attorney's fees and court costs in any action to enforce this Agreement.

11. Waiver of Implied Licenses

Nothing in this Agreement shall be construed as granting the Receiving Party any license or other right, express or implied, to use the Confidential Information, except as expressly provided in this Agreement.

12. Governing Law and Venue

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

The exclusive venue for any dispute arising out of or relating to this Agreement shall be [County Name] County, South Dakota.

Any legal action or proceeding shall be brought in the state or federal courts located in [City Name], South Dakota.

13. No Obligation to Invest

Nothing in this Agreement shall create any obligation on the part of the Receiving Party to invest in the Disclosing Party. Any such obligation shall only arise upon the execution of a definitive agreement.

14. 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.

15. Amendment

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

16. 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.

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

[Disclosing Party Name]

By: [Disclosing Party Representative Name]

Title: [Disclosing Party Representative Title]

[Receiving Party Name]

By: [Receiving Party Representative Name]

Title: [Receiving Party Representative Title]

Acknowledgment

Each party acknowledges that they have had the opportunity to consult with legal counsel familiar with South Dakota business law before signing this Agreement.