Utah investor nda template

Utah Investor Nondisclosure Agreement

This Utah Investor Nondisclosure Agreement (this “Agreement”) is made and entered into as of [Date], by and between [Disclosing Party Name], a [Entity Type] with its principal place of business at [Disclosing Party Address] (the "Disclosing Party"), and [Investor Name], an individual residing at [Investor Address] or a [Entity Type] with its principal place of business at [Investor Address] (the "Investor").

WHEREAS, the Disclosing Party possesses certain confidential information relating to its business; and

WHEREAS, the Disclosing Party desires to disclose certain confidential information to the Investor for the purpose of investment evaluation, due diligence, or potential financing related to [Business Purpose]; and

WHEREAS, the Investor desires to receive such confidential information for the sole purpose of evaluating a potential investment in the Disclosing Party.

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

1. Definition of Confidential Information

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

• Option A: Business plans, pro formas, financial statements, investor presentations, pitch decks.
• Option B: Valuation data, capitalization tables, term sheets, deal structures, market analyses, business models.
• Option C: Intellectual property documentation (patents, trademarks, copyrights, trade secrets), technology assets.
• Option D: Client and vendor lists, product development data, discussions with other investors, due diligence findings, investment strategies, any other proprietary, unpublished, or nonpublic material disclosed in any form.

2. Exclusions from Confidential Information

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

• Option A: Was publicly known and generally available prior to the time of disclosure by the Disclosing Party.
• Option B: Becomes publicly known and generally available after disclosure through no action or inaction of the Investor.
• Option C: Was already in the Investor's possession, as demonstrated by its written records, prior to disclosure by the Disclosing Party.
• Option D: Is lawfully received by the Investor from a third party without any obligation of confidentiality to the Disclosing Party.
• Option E: Is required to be disclosed by law, court order, or government authority, provided that the Investor provides the Disclosing Party with prompt written notice of such requirement, to the extent legally permissible, so that the Disclosing Party may seek a protective order or other appropriate remedy.

3. Use of Confidential Information

The Investor agrees to use the Confidential Information solely for the purpose of evaluating a potential investment in the Disclosing Party.

• Option A: The Investor shall not use the Confidential Information for any other purpose, including, but not limited to, personal investment, competitive purposes, or the development of products or services that compete with those of the Disclosing Party.
• Option B: The Investor shall not reverse engineer, decompile, or disassemble any products or technology disclosed by the Disclosing Party.

4. Nondisclosure

The Investor agrees to keep the Confidential Information confidential and not to disclose it to any third party without the prior written consent of the Disclosing Party.

• Option A: The Investor may disclose Confidential Information to its employees, agents, advisors, and representatives (collectively, "Representatives") who have a need to know such information for the purpose of evaluating a potential investment in the Disclosing Party.
• Option B: Prior to disclosing any Confidential Information to its Representatives, the Investor shall ensure that such Representatives are bound by written confidentiality agreements containing terms at least as restrictive as those contained in this Agreement.
• Option C: The Investor shall be responsible for any breach of this Agreement by its Representatives.

5. Safeguards

The Investor shall take reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to:

• Option A: Implementing and maintaining appropriate administrative, physical, and technical security measures to prevent unauthorized access to or disclosure of the Confidential Information.
• Option B: Restricting access to the Confidential Information to those employees and agents who have a need to know such information.
• Option C: Storing the Confidential Information in a secure location.
• Option D: Using encryption or other security technologies to protect the Confidential Information when it is transmitted electronically.

6. Term

The obligations under this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years.

• Option A: The obligations under this Agreement shall continue in perpetuity with respect to trade secrets as defined under the Utah Uniform Trade Secrets Act.
• Option B: Upon termination of negotiations or upon request by the Disclosing Party, the Investor shall promptly return or destroy all Confidential Information, including all copies, notes, and summaries thereof.

7. Return of Information

Upon the Disclosing Party's written request, or upon termination of discussions regarding a potential investment, the Investor shall promptly return to the Disclosing Party all Confidential Information in its possession or control, including all copies, notes, and summaries thereof, or, at the Disclosing Party's option, certify in writing its destruction of all such materials.

8. Notification of Unauthorized Disclosure

The Investor shall immediately notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information.

9. Remedies

The Disclosing Party shall be entitled to seek all remedies available at law or in equity for any breach of this Agreement by the Investor, including, but not limited to, injunctive relief, monetary damages, and specific performance.

• Option A: The Investor agrees to indemnify and hold the Disclosing Party harmless from any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Investor.
• Option B: The Disclosing Party shall be entitled to recover its reasonable attorneys' fees and costs in any action to enforce this Agreement.

10. No License

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

11. Governing Law and Dispute Resolution

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

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in Salt Lake County, Utah, in accordance with the rules of the American Arbitration Association.
• Option B: The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah for any action or proceeding arising out of or relating to this Agreement.

12. 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.

13. Amendments

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

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. Notices

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

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

[Disclosing Party Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Investor Name]

By: [Signature]

Name: [Printed Name]

Title: [Title, if applicable]