Wyoming investor nda template

Wyoming Investor Non-Disclosure Agreement

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

• [Discloser Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Discloser Address] ("Discloser"), and
• [Investor Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Investor Address] ("Investor").

WHEREAS, Discloser possesses certain confidential and proprietary information relating to [Description of Discloser's Business/Technology]; and

WHEREAS, Discloser desires to disclose such Confidential Information to Investor for the purpose of Investor’s evaluation of a potential investment in Discloser.

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

Definitions

• "Confidential Information" means any and all information disclosed by Discloser to 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 under the circumstances, including, but not limited to, business plans, financial projections, proprietary technology, pitch decks, investment strategies, due diligence documents, term sheets, capitalization tables, energy exploration data, blockchain algorithms, ranching financials, and healthcare regulatory information.
• "Discloser" means [Discloser Name], as identified above.
• "Investor" means [Investor Name], as identified above, and its Affiliates. "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Recipient" means Investor and its Affiliates, and their respective directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, and consultants), and representatives.

Exclusions from Confidential Information

• Option A: Information that is or becomes generally available to the public other than as a result of disclosure by Recipient or its representatives in violation of this Agreement.
• Option B: Information that was already known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's written records.
• Option C: Information that is rightfully received by Recipient from a third party who is not bound by any confidentiality obligation to Discloser.
• Option D: Information that is required to be disclosed by law, regulation, court order, or other legal process, provided that Recipient gives Discloser prompt written notice of such required disclosure to allow Discloser to seek a protective order or other appropriate remedy (except where such notice is prohibited by law).

Permitted Use of Confidential Information

• Option A: Investor shall use the Confidential Information solely for the purpose of evaluating a potential investment in Discloser.
• Option B: Investor shall not use the Confidential Information for any purpose other than evaluating, negotiating, and potentially completing an investment in Discloser. This includes, but is not limited to, prohibiting the use of the information to benefit any competitive business or for personal gain.

Protection of Confidential Information

• Option A: Recipient shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Option B: Recipient shall take all reasonable steps to prevent the unauthorized access, use, disclosure, or distribution of the Confidential Information, including, but not limited to, implementing appropriate physical, technical, and administrative safeguards.
• Option C: Recipient shall limit access to the Confidential Information to those of its employees, agents, advisors, and representatives who have a need to know such information for the Permitted Use and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Disclosure to Affiliates, Advisors, and Representatives

• Option A: Investor may disclose Confidential Information to its Affiliates, advisors, and representatives (e.g., legal counsel, accountants, and banks) who have a need to know such information for the Permitted Use, provided that such parties are bound by written confidentiality obligations at least as restrictive as those contained in this Agreement.
• Option B: Before disclosing information to its Affiliates, advisors, and representatives, Investor must provide Discloser with a list of the parties who will receive such confidential information.

Term and Termination

• Option A: This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years from the date of the last disclosure of Confidential Information, unless earlier terminated as provided herein.
• Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party. However, the obligations of confidentiality shall survive any termination of this Agreement for a period of [Number] years from the Effective Date or perpetually for any trade secrets as defined under Wyoming Statutes § 40-24-101 et seq.

Return or Destruction of Confidential Information

• Option A: Upon Discloser's written request, Recipient shall promptly return to Discloser all Confidential Information in its possession or control, including all copies and extracts thereof.
• Option B: Alternatively, at Discloser's option, Recipient shall destroy all Confidential Information in its possession or control and certify in writing to Discloser that such destruction has been completed.

Unauthorized Disclosure

Recipient shall immediately notify Discloser in writing upon discovery of any unauthorized disclosure, loss, or suspected breach of confidentiality of the Confidential Information. Recipient shall cooperate with Discloser in every reasonable way to help Discloser regain possession of the Confidential Information and prevent its further unauthorized use.

Remedies

• Option A: Discloser acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that Discloser shall be entitled to seek injunctive relief in the courts of Natrona County, Wyoming, or other equitable relief to enforce the terms of this Agreement, in addition to any other remedies available at law or in equity.
• Option B: The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

No License or Investment Commitment

Nothing in this Agreement shall be construed as granting Recipient any license, express or implied, under any patent, copyright, trade secret, or other intellectual property right of Discloser. This agreement does not constitute an offer of securities or an obligation to invest.

Compliance with Laws

Recipient shall comply with all applicable laws and regulations, including, without limitation, Wyoming’s Data Breach Notification Statute (W.S. § 40-12-501 et seq.) and any other applicable data protection and privacy laws.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Natrona or Laramie County, Wyoming].

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.

Amendments

This Agreement may be amended only by a writing signed by authorized representatives of both parties.

Assignment

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Investor may assign this Agreement to an Affiliate, provided that such Affiliate agrees in writing to be bound by the terms hereof.

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 (or to such other address as a party may designate by notice to the other party). Electronic communication is acceptable with written confirmation.

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.

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures are accepted under Wyoming Uniform Electronic Transactions Act (W.S. § 40-21-101 et seq.).

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

[Discloser Name]

By: [Discloser Signature Block]

Name: [Discloser Printed Name]

Title: [Discloser Title]

[Investor Name]

By: [Investor Signature Block]

Name: [Investor Printed Name]

Title: [Investor Title]