Texas investor nda template

Texas Investor Nondisclosure Agreement

This Texas Investor Nondisclosure Agreement (this "Agreement") is made and effective as of this [Date], by and between:

[Disclosing Party Name], a [Entity Type] organized and existing under the laws of the State of [State of Formation], with its principal place of business at [Disclosing Party Address] ("Disclosing Party"); and

[Investor Name], a [Entity Type] organized and existing under the laws of the State of [State of Formation], with its principal place of business at [Investor Address] ("Investor").

WHEREAS, Disclosing Party possesses certain confidential information that it desires to disclose to Investor for the purpose of Investor’s evaluation of a potential investment in Disclosing Party; and

WHEREAS, Investor is willing to receive such confidential information subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Investor, whether orally, in writing, electronically, or by any other means, relating to Disclosing Party’s business, including but not limited to:

• Business plans
• Cap tables
• Product information
• Intellectual property
• Financial statements (current and projected valuations)
• Business models
• Proprietary analyses
• Customer and supplier data
• Technical specifications
• R&D activity
• Legal documents
• Pitch decks
• Market studies
• Fundraising terms
• All written, oral, digital, and visual disclosures shared in connection with potential investment, regardless of medium

Option A: Confidential Information also includes information derived from the Confidential Information.

Option B: Confidential Information excludes feedback provided by the Investor to Disclosing Party regarding the Disclosing Party's business.

Exclusions from Confidentiality

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

• Was already in Investor’s lawful possession prior to disclosure by Disclosing Party.
• Is independently developed by Investor without reliance on the Confidential Information.
• Is or becomes publicly available through no breach of this Agreement by Investor.
• Is required to be disclosed by valid Texas law, SEC regulations, court order, or subpoena.
  • Provided, however, that Investor shall provide Disclosing Party with prompt written notice of such requirement and shall cooperate with Disclosing Party in seeking a protective order or other appropriate remedy to limit the scope of such disclosure.

Permitted Use

Investor shall use the Confidential Information solely for the purpose of evaluating, pursuing, or conducting investment transactions or related discussions with Disclosing Party.

• Investor shall not use the Confidential Information for any competitive, personal, or other unrelated business advantage.

Safeguards

Investor shall adopt industry-standard and Texas-required safeguards to prevent unauthorized access, copying, transmission, or storage of the Confidential Information, including, but not limited to:

• Internal access controls.
• Requiring its advisors to execute confidentiality undertakings with terms at least as protective as those contained herein.
• Limiting dissemination of the Confidential Information within its organization to only those individuals who need to know such information for the Permitted Use.

Confidentiality Period

The confidentiality obligations under this Agreement shall remain in effect for a period of [Number] years from the Effective Date.

• Notwithstanding the foregoing, the obligations with respect to any information constituting a trade secret under the Texas Uniform Trade Secrets Act ("TUTSA") shall continue indefinitely until such information no longer qualifies as a trade secret under TUTSA.

Option A: Confidentiality obligations shall terminate upon the closing of an investment by Investor in Disclosing Party.

Option B: Confidentiality obligations shall terminate upon written notice from either party that investment discussions have been abandoned.

Notice of Unauthorized Disclosure

Investor shall immediately notify Disclosing Party in writing of any actual or threatened unauthorized disclosure or misappropriation of the Confidential Information.

• Investor shall cooperate fully with Disclosing Party to mitigate damages and remediate any such breach.

Return or Destruction of Confidential Information

Upon Disclosing Party’s written request or upon the conclusion or abandonment of investment discussions, Investor shall promptly return or destroy all Confidential Information, including all digital backups and notes.

• Investor shall provide Disclosing Party with written certification of compliance with this section.

Remedies for Breach

In the event of a breach of this Agreement by Investor, Disclosing Party shall be entitled to:

• Injunctive relief and temporary restraining orders.
• Recovery of attorney’s fees and costs as allowable under Texas Civil Practice and Remedies Code Section 38.001.
• Disciplinary damages pursuant to Texas law.

Representations and Warranties

Investor represents and warrants that its receipt and use of the Confidential Information will not conflict with its other obligations or create unlawful insider trading risks.

• Investor acknowledges that the Confidential Information may include material non-public information and agrees to comply with all applicable securities laws.

Severability

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

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws 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 [Texas County] County, Texas.

Amendment

Any amendment or modification of this Agreement must be in writing and signed by both parties. No oral modifications shall be permitted.

Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, sent by reputable overnight courier, or sent by email with confirmation of receipt, to the addresses set forth above.

No Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision hereof.

No Obligation to Transact

Nothing in this Agreement shall obligate either party to enter into any further agreement or transaction.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to confidentiality between the parties in the Texas context, unless explicitly referenced herein.

Compliance with Laws

Investor shall comply with all applicable federal and Texas state data privacy, cybersecurity, intellectual property, and securities regulations, including Texas “blue sky laws."

• Option A: For regulated industries like healthcare or fintech, address extra legal protections or exceptions if regulated data is involved.

Joint Investors/Syndicates

If Investor is acting as part of a syndicate or with co-investors, Investor shall ensure that all such co-investors separately execute this Agreement or otherwise bind themselves to its terms.

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. A facsimile or electronic signature shall be deemed to be an original signature for all purposes. The parties agree to comply with the Texas Uniform Electronic Transactions Act (UETA).

Whistleblower Rights

Nothing in this Agreement shall prohibit Investor from reporting possible violations of law to any governmental agency or entity, or from making other disclosures that are protected under whistleblower laws.

Relationship of Parties

Nothing in this Agreement shall be construed to create a joint venture, partnership, agency, or employment relationship between the parties.

Export Control

Option A: If applicable, include specific export control language if proprietary technical information is disclosed to non-U.S. investors.

Inadvertent Disclosure

In the event of any inadvertent disclosure of Confidential Information by the Investor, the Investor will promptly, and within a period appropriate under Texas practice for “prompt” remediation, notify the Disclosing Party and take all reasonable steps to retrieve the disclosed Confidential Information and prevent further dissemination.

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

[Disclosing Party Name]

By: [Authorized Representative Name]

Title: [Title]

[Investor Name]

By: [Authorized Representative Name]

Title: [Title]