Virginia investor nda template

Virginia Investor Non-Disclosure Agreement

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

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

[Investor Name], residing at [Investor Address] ("Receiving Party").

RECITALS

WHEREAS, the Disclosing Party possesses certain Confidential Information (as defined below) relating to its business, operations, and financial condition; and

WHEREAS, the Disclosing Party is considering a potential investment or financial transaction involving the Receiving Party; and

WHEREAS, the Disclosing Party is willing to disclose such Confidential Information to the Receiving Party solely for the purpose of evaluating the potential investment or financial transaction;

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 Receiving Party, whether orally, visually, electronically, or in writing, including but not limited to:

Option A: Business plans, financial statements, intellectual property, technical data, trade secrets, investor presentations, operational records, contractual documents, customer/vendor details, strategic plans, and due diligence materials.

Option B: Any information revealed in meetings, data rooms, electronic communication, or written/oral disclosures in the context of the investment process.

2. Exclusions from Confidential Information

The obligations of confidentiality shall not apply to information that:

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

Option B: Was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records.

Option C: Is rightfully received by the Receiving Party from a third party who is not bound by any confidentiality obligation to the Disclosing Party.

Option D: Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Option E: Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

3. Permitted Use

The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating the potential investment or financing relationship between the parties. The Receiving Party shall not use the Confidential Information for any other purpose, including without limitation, for its own personal gain, to compete with the Disclosing Party, or to the detriment of the Disclosing Party.

4. Disclosure to Representatives

Option A: The Receiving Party may disclose the Confidential Information only to its investment team members, affiliates, and advisors (including attorneys and accountants) (collectively, "Representatives") who have a need to know the information for the Permitted Use.

Option B: Prior to disclosing any Confidential Information to its Representatives, the Receiving Party shall ensure that such Representatives are bound by written confidentiality obligations no less restrictive than those contained in this Agreement.

5. Security Measures

The Receiving Party shall implement reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure. Such measures shall include physical, electronic, and procedural safeguards that are consistent with industry best practices and applicable Virginia data protection laws.

6. Term

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

Option B: With respect to any Confidential Information that constitutes a trade secret under Virginia law (specifically the Virginia Uniform Trade Secrets Act), the obligations of confidentiality shall continue indefinitely, so long as such information remains a trade secret.

7. Ownership

The Disclosing Party retains all right, title, and interest in and to the Confidential Information. No license, assignment, or transfer of any intellectual property or business rights is granted or implied by this Agreement.

8. Return or Destruction of Confidential Information

Upon the Disclosing Party’s written request, or upon the termination of negotiations regarding the potential investment, the Receiving Party shall promptly return or securely destroy all Confidential Information, including all copies and electronic records thereof, and shall certify in writing to the Disclosing Party that it has complied with this obligation.

9. Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized use, loss, or disclosure of the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any efforts to mitigate the effects of such unauthorized use, loss, or disclosure.

10. Remedies

In the event of a breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek all available remedies, including monetary damages, equitable relief (including injunctive relief), and specific performance. The Receiving Party shall be responsible for all costs of enforcement, including reasonable attorneys’ fees. The parties acknowledge that any breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain any such breach.

11. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [County Name], Virginia.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [County Name], Virginia, in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

12. Governing Law

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

13. Compliance with Laws

The Receiving Party shall comply with all applicable state and federal laws and regulations, including without limitation, Virginia data privacy, securities regulations, and investor protection laws. This Agreement does not constitute an offer, solicitation, or commitment to invest.

14. 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, return receipt requested, or sent by email with acknowledgment of receipt, to the addresses set forth above.

15. Entire Agreement; Amendment; Waiver

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. No amendment to this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

16. Assignment

This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

17. 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.

18. Injunctive Relief

The parties agree that, in the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek preliminary and permanent injunctive relief, as well as an order for specific performance, in any court of competent jurisdiction, without the necessity of posting a bond or other security.

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

[Company Name]

By: [Authorized Representative Name]

Title: [Title]

Date: [Date]

[Investor Name]

By: [Authorized Representative Name (if applicable)]

Title: [Title (if applicable)]

Date: [Date]