Vermont investor nda template

Vermont Investor Non-Disclosure Agreement

This Vermont Investor Non-Disclosure Agreement (this "Agreement") is made and effective as of this [Date] by and between:

[Investor Full Legal Name], located at [Investor Physical Address], with email address [Investor Email Address] and phone number [Investor Phone Number] ("Investor");

and

[Disclosing Party Full Legal Name], located at [Disclosing Party Physical Address], with email address [Disclosing Party Email Address] and phone number [Disclosing Party Phone Number] ("Disclosing Party").

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by the Disclosing Party to the Investor, whether orally, visually, electronically, in writing, or in any other form, concerning the Disclosing Party’s business, products, technology, finances, strategies, or other proprietary information. This includes, but is not limited to, business plans, pitch decks, financial statements, investor presentations, proprietary technology, trade secrets (as defined under Vermont law), commercial strategies, valuation data, cap tables, term sheets, due diligence reports, structure of proposed investments, and all data disclosed during discussions, presentations, or data room access.

Option B: "Confidential Information" means all non-public information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to Investor, either directly or indirectly in writing, orally, or by inspection of tangible objects, including without limitation documents, equipment, prototypes, samples, plants, and the like.

2. Exclusions from Confidential Information

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

• is or becomes generally available to the public other than as a result of a disclosure by Investor or its Representatives in violation of this Agreement;
• was known to Investor on a non-confidential basis prior to its disclosure by Disclosing Party;
• is independently developed by Investor without use of Confidential Information; or
• is required to be disclosed by law, regulation, or court order, provided that Investor gives Disclosing Party prompt written notice of such requirement prior to disclosure and cooperates with Disclosing Party in seeking a protective order or other appropriate remedy.

Option B: The obligations under this Agreement shall not apply to information that the recipient can document:

• was in the public domain at or subsequent to the time it was communicated to the recipient by the disclosing party through no fault of the recipient;
• was rightfully in the recipient’s possession free of any obligation of confidence at or subsequent to the time it was communicated to the recipient by the disclosing party; or
• was developed by employees or agents of the recipient independently of and without reference to any information communicated to the recipient by the disclosing party.

3. Permitted Purpose

Option A: The Investor shall use the Confidential Information solely for the purpose of evaluating a potential investment in the Disclosing Party (the "Permitted Purpose"). The Investor shall not use the Confidential Information for any other purpose, including, but not limited to, investing in potential competitors, soliciting employees or customers, or sharing with third parties, without the express written consent of the Disclosing Party.

Option B: Investor will use the confidential information solely to evaluate a possible transaction with the Disclosing Party. Investor will not use the confidential information to compete with the Disclosing Party or to solicit the Disclosing Party’s employees.

4. Disclosure to Representatives

Option A: The Investor may disclose Confidential Information only to its members, partners, employees, or advisors ("Representatives") who have a need to know the Confidential Information for the Permitted Purpose. The Investor shall ensure that its Representatives are bound by confidentiality obligations at least as restrictive as those contained in this Agreement and shall be liable for any breach of this Agreement by its Representatives.

Option B: Investor may disclose confidential information to its employees, legal counsel, and accountants, provided such persons need to know the information for the purposes of evaluating a business relationship between Investor and Disclosing Party and further provided such persons agree to hold the information in confidence to the same extent Investor is required to maintain such information confidential pursuant to this Agreement.

5. Security Obligations

Option A: The Investor shall implement reasonable and industry-appropriate administrative, technical, and physical safeguards for the protection, storage, transmission, and handling of Confidential Information, consistent with Vermont data security and privacy requirements and applicable federal standards.

Option B: The Investor shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of like nature, but no less than reasonable care.

6. Term of Confidentiality

Option A: The obligations under this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years after the termination of discussions or withdrawal from the investment process. For trade secrets (as defined under Vermont statutes), the obligations of confidentiality shall continue indefinitely.

Option B: The obligations under this Agreement shall continue for a period of five (5) years after the date of this Agreement, except for any information which constitutes a "trade secret" under the Vermont Uniform Trade Secrets Act, for which the obligations of confidentiality shall continue for so long as such information continues to constitute a "trade secret" under the law.

7. Breach Notification

Option A: The Investor shall promptly notify the Disclosing Party in writing upon becoming aware of any breach, suspected loss, or unauthorized use or disclosure of Confidential Information. The Investor shall cooperate with the Disclosing Party in investigating and mitigating any such breach.

Option B: If Investor becomes aware of any unauthorized use or disclosure of the Confidential Information, Investor will promptly notify Disclosing Party and take all reasonable steps to prevent further unauthorized use or disclosure.

8. Return or Destruction of Confidential Information

Option A: Upon termination of discussions, withdrawal by either party, or written request by the Disclosing Party, the Investor shall promptly return or, at Disclosing Party's option, destroy all Confidential Information, including all copies, notes, summaries, and data, in its possession or control. The Investor shall certify in writing to the Disclosing Party that it has complied with this section.

Option B: Upon the Disclosing Party’s written request, Investor will promptly return to the Disclosing Party all tangible materials embodying the Confidential Information (including all copies, extracts, and other reproductions thereof) in Investor’s possession or control. In lieu of returning such Confidential Information, Investor may destroy it, provided that Investor provides Disclosing Party with written certification of such destruction.

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

Option A: For a period of two (2) years following the Effective Date, the Investor shall not, directly or indirectly, circumvent the opportunity presented by the Disclosing Party, solicit employees of the Disclosing Party, or approach key counterparties discovered through Confidential Information without the prior written consent of the Disclosing Party.

Option B: The Investor shall not directly or indirectly solicit, induce, or attempt to induce any employee, consultant, or customer of the Disclosing Party to terminate their relationship with the Disclosing Party for a period of one year after the termination of the Permitted Purpose.

10. Governing Law and Venue

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [Chittenden County], Vermont.

Option B: This Agreement will be governed by and construed in accordance with the laws of the State of Vermont, without regard to its conflicts of laws provisions. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration in Burlington, Vermont, in accordance with the rules of the American Arbitration Association.

11. Compliance with Vermont Statutes

Option A: This Agreement is intended to comply with all applicable Vermont statutes, including the Vermont Uniform Trade Secrets Act and any applicable data protection and privacy obligations.

Option B: Nothing in this Agreement will be interpreted to prohibit either party from complying with federal or state law, or any valid court order.

12. Enforceability

Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. 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. This Agreement may be amended only by a writing signed by both parties.

Option B: No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the parties to be charged.

13. No Investment Obligation

Option A: This Agreement does not create any obligation on the part of the Investor to invest in the Disclosing Party.

Option B: It is understood and agreed that neither party is obligated to enter into any further agreement or transaction as a result of this Agreement.

14. Termination

Option A: Termination of this Agreement shall not affect any rights or obligations that accrued prior to such termination.

Option B: Either party may terminate this Agreement at any time by giving written notice to the other party. The obligations to protect confidential information under this agreement will survive termination.

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

_______________________________
[Investor Printed Name]
[Investor Title, if applicable]

_______________________________
[Disclosing Party Printed Name]
[Disclosing Party Title, if applicable]