Tennessee investor nda template

Tennessee Investor Non-Disclosure Agreement

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

[Investor Name], located at [Investor Address], phone: [Investor Phone], email: [Investor Email] (“Recipient”),

and

[Disclosing Party Name], located at [Disclosing Party Address], phone: [Disclosing Party Phone], email: [Disclosing Party Email] (“Discloser”).

RECITALS

Discloser possesses certain confidential information that it desires to disclose to Recipient for the purpose of evaluating a potential investment in Discloser (the “Purpose”). Recipient is willing to receive such information subject to the terms and conditions of this Agreement.

AGREEMENT

1. Definition of Confidential Information

Option A: Broad Definition: “Confidential Information” means any and all information disclosed by Discloser to Recipient, whether orally, visually, in writing, electronically, or in any other form, including, but not limited to, business plans, financial statements, capitalization tables, intellectual property disclosures, pending or potential patents, proprietary algorithms, source code, trade secrets, customer and supplier lists, marketing strategies, business model innovations, investor decks, capitalization information, due diligence documents, and all information provided in written, oral, electronic, visual, or physical form whether marked confidential or not if disclosed in context of the investment evaluation.

Option B: Specific Definition: “Confidential Information” means the following specific items or categories of information: [Specifically List Confidential Information].

2. Exclusions from Confidentiality

Option A: Standard Exclusions: This Agreement shall not apply to information that:

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

Was already known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient’s written records.

Is independently developed by Recipient without use of or reference to the Confidential Information.

Is lawfully received by Recipient from a third party without restriction on disclosure.

Option B: Required Disclosure Exception: If Recipient is required to disclose Confidential Information pursuant to a valid order of a court or other governmental body or by applicable law, Recipient shall provide Discloser with prompt written notice of such requirement so that Discloser may seek a protective order or other appropriate remedy, in accordance with Tennessee Rules of Civil Procedure and T.C.A. § 24-1-211. If such protective order or other remedy is not obtained, Recipient shall disclose only that portion of the Confidential Information that it is legally required to disclose.

3. Use of Confidential Information

Option A: Limited Use: Recipient agrees to use the Confidential Information solely for the Purpose of evaluating a potential investment in Discloser. Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, competing with Discloser.

Option B: No Obligation to Invest: Recipient acknowledges and agrees that this Agreement does not create any obligation on Recipient to make any investment in Discloser or to enter into any other agreement with Discloser.

Option C: Permissible Investment: Recipient is not restricted from investing in, or continuing to invest in, any other company so long as such investment does not involve the use of Discloser's Confidential Information.

4. Access to Confidential Information

Option A: Restricted Access: Recipient shall limit access to the Confidential Information to its employees, agents, and consultants who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained herein, including by written agreement where required.

Option B: Responsibility for Breach: Recipient shall be responsible for any breach of this Agreement by its employees, agents, or consultants.

5. Security Obligations

Option A: Reasonable Security: Recipient shall protect the Confidential Information 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 reasonable care. Recipient shall implement and maintain appropriate administrative, technical, and physical security measures to protect the Confidential Information from unauthorized access, use, or disclosure, consistent with industry standards and relevant Tennessee regulatory guidelines.

Option B: Notification of Breach: Recipient shall immediately notify Discloser upon discovery of any unauthorized access, use, or disclosure of the Confidential Information and shall cooperate with Discloser in investigating and remedying such breach, including possible notification obligations under Tennessee data breach statutes (T.C.A. § 47-18-2107 et seq.).

6. Term and Termination

Option A: Term of Confidentiality: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years from the date of disclosure.

Option B: Trade Secret Protection: Notwithstanding the foregoing, the obligations of confidentiality with respect to Confidential Information that constitutes a trade secret under the Tennessee Uniform Trade Secrets Act (TUTSA, T.C.A. § 47-25-1701 et seq.) shall continue for as long as such information remains a trade secret.

7. Return or Destruction of Confidential Information

Option A: Standard Return: Upon Discloser’s written request or upon termination of negotiations, Recipient shall promptly return to Discloser all tangible embodiments of the Confidential Information, including, but not limited to, documents, drawings, and electronic media, together with all copies thereof.

Option B: Destruction with Certification: In lieu of returning the Confidential Information, Recipient may, at its option, destroy all such tangible embodiments of the Confidential Information and certify in writing to Discloser that such destruction has been completed.

Option C: Archival Copy: Recipient may retain one copy of the Confidential Information in its secure legal archives solely for compliance purposes, subject to the terms of this Agreement.

8. Remedies for Breach

Option A: Injunctive Relief: Discloser acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Discloser for which monetary damages would be inadequate. Therefore, Discloser shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any such unauthorized disclosure or use, without the necessity of posting a bond.

Option B: Monetary Damages: In addition to injunctive relief, Discloser shall be entitled to recover from Recipient all damages, including, but not limited to, actual damages, consequential damages, lost profits, and attorneys’ fees, incurred by Discloser as a result of any breach of this Agreement.

Option C: TUTSA Remedies: Discloser shall be entitled to all remedies available under the Tennessee Uniform Trade Secrets Act (TUTSA, T.C.A. § 47-25-1701 et seq.), including, without limitation, punitive damages in the event of willful and malicious misappropriation as allowed by T.C.A. § 47-25-1707.

9. Intellectual Property

Option A: No License: Nothing in this Agreement shall be construed as granting to Recipient any license or other right with respect to the Confidential Information, except the limited right to review disclosed information for investment evaluation. Discloser retains all right, title, and interest in and to the Confidential Information, including all intellectual property rights therein.

Option B: No Transfer of Ownership: No ownership or intellectual property rights are transferred or licensed through this agreement.

10. Governing Law and Dispute Resolution

Option A: Tennessee Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles.

Option B: Choice of Forum: 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 [Specify Tennessee County] County, Tennessee.

Option C: Alternative Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be settled by [Mediation/Arbitration] in accordance with the rules of the American Arbitration Association.

Option D: Waiver of Jury Trial: To the extent permitted by law, both parties waive their right to a jury trial for any dispute arising under this agreement.

11. Compliance with Laws

Option A: Securities Laws: Nothing in this Agreement shall limit either party’s obligations to comply with applicable securities laws, federal or Tennessee-specific regulations relevant to venture capital, financial disclosures, or data privacy.

12. Non-Solicitation/Non-Circumvention (Optional)

Option A: No Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, Recipient shall not, directly or indirectly, solicit for employment any employee of Discloser or solicit any customer or supplier of Discloser identified through the Confidential Information.

Option B: No Circumvention: Recipient agrees not to circumvent Discloser in any business opportunities disclosed in the Confidential Information.

13. Miscellaneous

Option A: 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.

Option B: Amendment: This Agreement may be amended only by a written instrument signed by both parties.

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

Option D: Assignment: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other party, except in the case of a merger or acquisition.

Option E: 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. Facsimile and electronic signatures shall be deemed equivalent to original signatures for all purposes, consistent with the Tennessee Uniform Electronic Transactions Act (T.C.A. § 47-10-101 et seq.).

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

[Investor Name]

By: [Investor Signature]

Name: [Printed Name]

Title: [Title]

[Disclosing Party Name]

By: [Discloser Signature]

Name: [Printed Name]

Title: [Title]