Washington investor nda template

Washington Investor Non-Disclosure Agreement

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

• [Disclosing Party Legal Name], a [State of Incorporation] [Entity Type], with a principal place of business at [Disclosing Party Address] ("Disclosing Party"), and
• [Receiving Party Legal Name], a [State of Incorporation] [Entity Type, or "Individual"], with a principal place of business/residence at [Receiving Party Address] ("Receiving Party"). If applicable, include legal representatives here: [Legal Representative Name and Title].

WHEREAS, Disclosing Party possesses certain confidential information that it desires to disclose to Receiving Party for the purpose of evaluating a potential investment in Disclosing Party (the "Purpose"); and

WHEREAS, Receiving Party 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 Receiving Party, whether orally, in writing, electronically, visually, or by any other means, that relates to Disclosing Party’s business, including, but not limited to:

• Business plans
• Financial projections
• Valuation models
• Proprietary technologies
• Intellectual property assets (including pending patents and trademarks: [Patent/Trademark Details, if applicable])
• Investor decks
• Customer and supplier lists
• Non-public operational metrics
• Funding structures
• Transactional documents
• Partnership and negotiation details
• Term sheets
• Due diligence materials
• Source code
• Algorithms

Exclusions from Confidential Information

The obligations of Receiving Party 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 Receiving Party or its representatives in violation of this Agreement.
• Was known to Receiving Party prior to its disclosure by Disclosing Party, as evidenced by Receiving Party’s written records.
• Is independently developed by Receiving Party without use of or reference to the Confidential Information.
• Is lawfully obtained by Receiving Party from a third party who is not bound by a confidentiality obligation to Disclosing Party.
• Is required to be disclosed by law, regulation, or court order, provided that Receiving Party provides Disclosing Party with prompt written notice of such requirement (to the extent legally permissible) to allow Disclosing Party to seek a protective order or other appropriate remedy, and Receiving Party cooperates with Disclosing Party in seeking such protection. Reference: RCW 19.108 (Washington Uniform Trade Secrets Act).

Permitted Use

Receiving Party agrees to use the Confidential Information solely for the Purpose of evaluating a potential investment in Disclosing Party. Receiving Party shall not use the Confidential Information for any other purpose, including, without limitation, for its own commercial benefit or to the detriment of Disclosing Party.

• Option A: Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party, except to its employees, advisors, and consultants who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.
• Option B: Receiving Party may disclose the Confidential Information to its partners, members, or affiliates, provided that such parties agree to be bound by the terms of this agreement.
• Option C: Receiving Party shall not reverse engineer, decompile, or disassemble any Confidential Information.

Security Measures

Receiving Party shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of similar nature, but in no event less than reasonable care. Receiving Party shall implement and maintain industry-standard security measures to prevent unauthorized access to the Confidential Information, including, but not limited to:

• Restricting access to the Confidential Information to those employees, advisors, and consultants who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.
• Securing digital transmission and storage of the Confidential Information, including the use of encryption where appropriate.
• Implementing physical security measures to prevent unauthorized access to tangible embodiments of the Confidential Information.

Term

The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years from the date of last disclosure. The confidentiality obligations of this Agreement shall survive the termination of this Agreement and shall continue in effect indefinitely with respect to trade secrets under Washington law.

• Option A: This agreement will automatically renew for successive one-year terms unless either party provides written notice of termination at least 30 days prior to the end of the then-current term.
• Option B: The confidentiality obligations shall terminate upon the closing of an investment by Receiving Party in Disclosing Party.

Return of Confidential Information

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

• Option A: The obligation to return or destroy shall not apply to archival copies maintained for legal compliance purposes, provided that such copies are kept confidential.
• Option B: Destruction of electronic data shall include secure wiping of all drives and storage media.

Notification of Unauthorized Disclosure

Receiving Party shall immediately notify Disclosing Party in writing upon becoming aware of any unauthorized use or disclosure of the Confidential Information. Receiving Party shall cooperate with Disclosing Party in any investigation or legal action to prevent further unauthorized use or disclosure.

Remedies

Receiving Party acknowledges that unauthorized use or disclosure of the Confidential Information may cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. The parties agree that the superior courts of Washington State, specifically the King County Superior Court, shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

• Option A: In the event of a breach of this Agreement by Receiving Party, Receiving Party shall pay Disclosing Party liquidated damages in the amount of [Dollar Amount].
• Option B: The prevailing party in any legal action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Second, if negotiation fails, the parties may submit the dispute to mediation administered by the American Arbitration Association in Seattle, Washington.
• Third, if mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Reference: Washington Arbitration Act (RCW 7.04A).

Washington Legal Compliance

This Agreement is intended to comply with all applicable laws and regulations of the State of Washington, including, but not limited to, the Washington Uniform Trade Secrets Act (RCW 19.108) and applicable data privacy statutes. Nothing in this Agreement shall be construed to violate the Washington Consumer Protection Act or public policy against restraints of trade. Reference: RCW 49.62 regarding non-compete agreements. This agreement does not restrict fair competition or prohibit lawful whistleblowing or government reporting.

Miscellaneous

• 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. Reference: RCW Chapter 4.04 regarding severability.
• 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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties. Oral modifications are ineffective.
• Assignment: Receiving Party may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Disclosing Party.
• Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
• Electronic Signatures: Electronic communications and e-signatures shall be enforceable under Washington’s Electronic Signatures Act (RCW 19.360).

Disclosed Materials

The Confidential Information includes, but is not limited to, the materials listed in Exhibit A attached hereto. [OR] The parties agree to maintain a running list of materials disclosed, updated in writing, throughout the investment evaluation process.

Intended Use

This NDA is specifically tailored for investor and due diligence contexts within Washington State and is not designed for employment, independent contractor, or broader service provider relationships unless explicitly modified.

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

[Disclosing Party Legal Name]

By: [Disclosing Party Authorized Signature]

Name: [Disclosing Party Printed Name]

Title: [Disclosing Party Title]

[Receiving Party Legal Name]

By: [Receiving Party Signature]

Name: [Receiving Party Printed Name]

Title: [Receiving Party Title, if applicable]

Exhibit A: List of Disclosed Materials (if applicable)