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Non Disclosure Agreement For Investors Template for United States

A legally binding agreement under U.S. federal and state laws that protects confidential information shared during investment discussions. This document establishes obligations for maintaining secrecy, permitted uses of information, and compliance with securities regulations. It includes specific provisions for investor contexts, such as material non-public information handling and insider trading prevention, while ensuring compliance with both federal statutes like the Defend Trade Secrets Act and state-specific trade secret laws.

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What is a Non Disclosure Agreement For Investors?

The Non Disclosure Agreement For Investors is essential when companies share sensitive business information with potential investors during fundraising or due diligence processes. This document, governed by U.S. law, protects proprietary information while facilitating necessary investment discussions. It addresses specific requirements under federal securities laws, state trade secret protections, and includes provisions for handling material non-public information. The agreement is particularly crucial for maintaining competitive advantage and ensuring compliance with regulatory requirements during investment negotiations.

What sections should be included in a Non Disclosure Agreement For Investors?

1. Parties: Identification of the disclosing party (company) and receiving party (investor)

2. Background: Context of the potential investment and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Purpose'

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

5. Permitted Disclosures: Circumstances under which information can be shared

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

7. Return of Information: Requirements for returning or destroying confidential materials

8. Governing Law: Jurisdiction and applicable law

What sections are optional to include in a Non Disclosure Agreement For Investors?

1. Securities Law Compliance: Specific provisions regarding insider trading and securities regulations when dealing with public companies or regulated securities

2. Non-Solicitation: Restrictions on soliciting employees or customers when protecting against competitive threats

3. Standstill Provisions: Restrictions on acquiring company securities for public companies or when protecting against hostile takeovers

4. Residual Information: Treatment of information retained in memory, typically used when dealing with sophisticated investors or venture capital firms

What schedules should be included in a Non Disclosure Agreement For Investors?

1. Schedule of Representatives: List of authorized individuals who may receive confidential information

2. Schedule of Excluded Information: Specific items or categories explicitly excluded from confidential information

3. Information Security Requirements: Specific protocols for handling and securing 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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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