West Virginia investor nda template

West Virginia Investor Non-Disclosure Agreement

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

• [Disclosing Party Name], a [State of Incorporation] corporation with its principal place of business at [Disclosing Party Address] (“Disclosing Party”), and
• [Investor Name], an individual residing at [Investor Address] or a [State of Incorporation] entity with its principal place of business at [Investor Address] (“Investor”).

WHEREAS, Disclosing Party possesses certain confidential and proprietary information; and

WHEREAS, Disclosing Party is willing to disclose such information to Investor for the sole purpose of evaluating a potential investment in Disclosing Party (the "Purpose").

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 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:

• Option A: Business plans, financial statements, customer lists, and marketing strategies.
• Option B: Technical data, inventions, trade secrets, know-how, and research and development.
• Option C: Private placement memoranda, investor presentations, financial projections, intellectual property assets, research data, client and supplier lists, market analysis, deal terms, valuation metrics, cap table details, funding strategy, prototypes, contract drafts, and proprietary process information.
• Option D: All oral, written, digital, or tangible information shared in connection with the investment process.

2. Exclusions from Confidential Information

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

• Option A: Is or becomes publicly available through no fault of Investor.
• Option B: Was rightfully in Investor's possession prior to disclosure by Disclosing Party.
• Option C: Is independently developed by Investor without use of or reference to the Confidential Information.
• Option D: Is required to be disclosed by law or regulation, provided that Investor provides Disclosing Party with prompt written notice of such requirement to allow Disclosing Party to seek a protective order or other appropriate remedy. Such notification should be compliant with WV Code § 59-1B-3 regarding trade secrets.

3. Use and Disclosure Restrictions

Investor agrees to:

• Option A: Use the Confidential Information solely for the Purpose described above.
• Option B: Not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party.
• Option C: Protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that Investor protects its own confidential information of a similar nature, but in no event less than reasonable care.

4. Investor's Obligations

Investor shall:

• Option A: Limit access to the Confidential Information to its employees, agents, and advisors who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
• Option B: Implement and maintain reasonable security measures to prevent unauthorized access to or use of the Confidential Information, considering industry standards and applicable West Virginia data security laws.
• Option C: Promptly notify Disclosing Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless earlier terminated as follows:

• Option A: Either party may terminate this Agreement upon [Number] days' written notice to the other party.
• Option B: The confidentiality obligations under this Agreement shall survive any termination and shall continue indefinitely with respect to information that constitutes a trade secret under the West Virginia Uniform Trade Secrets Act. If such information ceases to be a trade secret other than through unauthorized actions by Investor, then the obligations shall expire [Number] years from disclosure.

6. Return of Confidential Information

Upon Disclosing Party's written request, or upon termination of this Agreement, Investor shall:

• Option A: Promptly return to Disclosing Party all tangible embodiments of the Confidential Information, including all copies and extracts thereof.
• Option B: Destroy or permanently delete all electronic copies of the Confidential Information and certify in writing to Disclosing Party that such destruction or deletion has been completed.

7. Remedies

Investor acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Therefore, Disclosing Party shall be entitled to:

• Option A: Injunctive relief to prevent any further unauthorized disclosure or use of the Confidential Information.
• Option B: Monetary damages for any losses suffered as a result of such unauthorized disclosure or use, including reasonable attorneys' fees and costs.

8. Governing Law and Dispute Resolution

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

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, West Virginia], in accordance with the rules of the American Arbitration Association.
• Option B: 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 [County, West Virginia].

9. 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.

10. Amendment

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

11. Waiver

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

12. Severability

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

13. Notices

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

14. Compliance with West Virginia Law

Investor agrees to comply with the West Virginia Uniform Trade Secrets Act, and all other applicable West Virginia laws and regulations.

15. No Commitment to Invest

Nothing in this Agreement shall be construed as creating any obligation on the part of Investor to invest in Disclosing Party.

16. Assignment

This Agreement may not be assigned by Investor without the prior written consent of Disclosing Party.

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

[Disclosing Party Name]

By: [Name]

Title: [Title]

[Investor Name]

By: [Name]

Title: [Title] (if applicable)