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NDA For Investors for the United States

NDA For Investors Template for United States

A legally binding agreement used in the United States that protects confidential information shared during investment discussions and due diligence processes. This document establishes obligations for maintaining confidentiality, permitted uses of information, and compliance with federal and state securities laws. It includes specific provisions for protecting trade secrets under the DTSA and addresses regulatory requirements for both private and public companies.

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NDA For Investors

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What is a NDA For Investors?

The NDA For Investors is a critical document in the United States investment landscape, designed to protect companies during fundraising and investment evaluation processes. It ensures that sensitive business information, financial data, and trade secrets shared during due diligence remain confidential. This agreement is essential for compliance with federal securities laws, state-specific regulations, and the Defend Trade Secrets Act. It's particularly important for startups and established companies seeking investment while protecting their intellectual property and competitive advantages.

What sections should be included in a NDA For Investors?

1. Parties: Identifies the disclosing party (company) and receiving party (investor), including full legal names and addresses

2. Background: States the purpose of the NDA - typically regarding potential investment discussions and evaluation of business opportunities

3. Definitions: Defines key terms, especially 'Confidential Information', 'Representatives', and 'Permitted Purpose'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and regulators

6. Term and Termination: Duration of the agreement and obligations upon termination

7. Return of Confidential Information: Procedures for returning or destroying confidential information

What sections are optional to include in a NDA For Investors?

1. Securities Law Compliance: Additional provisions regarding insider trading and securities regulations, used when the company is publicly traded or considering an IPO

2. Non-Solicitation: Restrictions on soliciting employees or customers, used when there's significant risk of talent or customer poaching

3. Standstill Provisions: Restrictions on acquiring company securities or assets, used for protection against hostile takeovers

4. Non-Circumvention: Prevents investor from circumventing company to deal directly with its partners/customers, used when sharing information about business relationships

What schedules should be included in a NDA For Investors?

1. List of Representatives: Names and roles of individuals authorized to receive confidential information

2. Specific Confidential Information: Detailed list of specific materials or information being disclosed

3. Security Protocols: Specific procedures for handling and protecting confidential information

4. Form of Acknowledgment: Template for representatives to acknowledge NDA obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Clauses






























Industries

Securities Act of 1933: Federal law that regulates the offering and sale of securities, requiring registration and disclosure unless an exemption applies

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing the SEC, including provisions for insider trading and securities fraud

Investment Company Act of 1940: Federal law regulating investment companies and mutual funds, including disclosure requirements and fiduciary duties

Investment Advisers Act of 1940: Federal law governing investment advisers' conduct and registration requirements

Regulation D: SEC regulation providing exemptions from securities registration requirements, particularly Rule 506 for private placements

Defend Trade Secrets Act (DTSA) 2016: Federal law providing uniform protection for trade secrets and remedies for misappropriation

State Trade Secret Laws: State-specific laws protecting confidential business information and trade secrets

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities within each state

State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies

Regulation FD: SEC regulation addressing selective disclosure of material non-public information by public companies

Uniform Trade Secrets Act: Model law adopted by many states providing uniform standards for trade secret protection

Statute of Frauds: Legal requirement that certain contracts must be in writing to be enforceable

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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