Financial Investment Non -Disclosure Agreement
This Financial Investment Non-Disclosure Agreement ("Agreement") is entered into this [Date, e.g., "1st day of January, 2050"],
BETWEEN:
[Your Company Name], a [legal structure, e.g., "limited liability company"] duly organized and existing under the laws of [State/Country, e.g., "Delaware"], with its principal place of business at [Your Company Address], herein represented by [Your Company Representative's Name], in the capacity of [Your Company Representative's Position, e.g., "CEO"], hereinafter referred to as the "Company";
AND
[Investor's Name], an [individual or entity] duly [describe legal status, e.g., "an individual investor" or "a registered investment firm"] under the laws of [State/Country, e.g., "New York"], with its registered address at [Investor's Address], herein referred to as the "Investor";
WHEREAS, the Company seeks financial investment for its business operations, and the Investor is interested in providing such investment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the parties hereto agree as follows:
I. Recitals
A. Purpose
This Agreement is entered into for the primary purpose of facilitating discussions between Party A, represented by [Your Company Name], and Party B, hereinafter referred to as "Investor," concerning the potential financial investment that the Investor may consider making in Party A's business. The Parties acknowledge and affirm that the discussions and negotiations contemplated herein are for the purpose of evaluating the terms and conditions of such potential investment, including but not limited to the nature and extent of the investment, the terms of any proposed agreement, and the protection of Party A's Confidential Information, as defined elsewhere in this Agreement. It is the express intention of the Parties that this Agreement governs the confidentiality and non-disclosure obligations related to the exchange of information during these discussions, thereby safeguarding Party A's proprietary and sensitive business information.
B. Confidential Information
Definition of Confidential Information:
For the purposes of this Agreement, "Confidential Information" shall mean any and all information, data, materials, or documents disclosed by Party A to Party B, whether in oral, written, electronic, or any other form, including but not limited to:
Business plans
Financial statements
Proprietary technologies
Marketing strategies
Customer lists
Intellectual property
Trade secrets
Obligations of Party B:
Party B agrees to hold all Confidential Information in strict confidence and to take all reasonable precautions to prevent any unauthorized disclosure, dissemination, or use of such Confidential Information. Party B shall not use the Confidential Information for any purpose other than the evaluation of the potential investment in Party A's business.
II. Use of Confidential Information
A. Non-Disclosure Obligations
Permitted Disclosures:
Party B may disclose the Confidential Information to its employees, agents, or representatives who have a legitimate need to know for the purpose of evaluating the investment opportunity. However, Party B shall ensure that these individuals are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement.
B. Return and Destruction of Information
Return of Confidential Information:
Upon written request by Party A or upon the termination of discussions between the Parties, Party B shall promptly return all original materials and documents containing or referring to the Confidential Information to Party A.
Destruction of Confidential Information:
Party B shall also destroy all copies, duplicates, or reproductions of the Confidential Information, in any form or medium, and shall certify in writing to Party A that it has done so.
C. Survival and Remedies
Survival of Obligations:
The Parties agree that the obligations of confidentiality set forth in this Agreement shall survive any termination of discussions or the expiration of the Agreement for a period of [Specify Duration].
Breach of Agreement:
In the event of a breach of this Agreement by either Party, the non-breaching Party may seek injunctive relief and damages as remedies for the breach.
III. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of [Your State]. Any disputes or matters arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within [Your State], and the Parties hereby consent to the personal jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. This choice of law and jurisdiction is made without regard to its conflict of laws principles, which might otherwise require the application of the laws of a different jurisdiction.
IV. Entire Agreement
This Agreement, including all its exhibits and attachments, constitutes the entire agreement between Party A, represented by [Your Company Name], and Party B, [Investor's Name], with respect to the subject matter hereof. This Agreement supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the subject matter hereof, and no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. 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. The Parties acknowledge that they have had an opportunity to seek legal counsel and have carefully reviewed and understood all terms and conditions contained herein before executing this Agreement.
V. Execution
IN WITNESS WHEREOF, the Parties hereto have executed this Financial Investment Non-Disclosure Agreement as of the Effective Date.
Party A: [Your Company Name]
By: _____________________
[Your Name]
[Title]
[Date]
Party B: [Investor's Name]
By: _____________________
[Name]
[Date]
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