Investor Non-Disclosure Agreement (One-Way)
This Investor Non-Disclosure Agreement (the "Agreement") is made as of [Effective date] (the "Effective Date") between [Company legal name] (the "Company") and [Investor full name], acting for [Investor’s firm or fund (or "Individual")] (together with that firm or fund, the "Investor"). The Company intends to share confidential information with the Investor for the following purpose: [Purpose of the disclosure] (the "Purpose"). In return for receiving it, the Investor agrees as follows.
1. Confidential Information
"Confidential Information" means non-public information about the Company that the Company or its representatives share with the Investor for the Purpose, on or after the Effective Date, in any form, including financial statements and models, capitalization, customer and pipeline data, product plans, source code and technical material, and the contents of any data room, where the information is marked or identified as confidential or a reasonable person would understand it to be confidential. The fact that the Company is raising money, and the general description of its business and market, are not Confidential Information.
2. Exclusions
Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement by the Investor; (b) the Investor already knew without a duty of confidentiality before the Company shared it; (c) the Investor receives from a third party who was free to share it; or (d) the Investor or its portfolio companies develop independently without using the Confidential Information.
3. Use and Protection
The Investor shall use Confidential Information only for the Purpose, keep it confidential with at least reasonable care, and not share it with anyone except its partners, members, employees, advisers, lenders and potential co-investors who need to know it for the Purpose and are bound by a duty of confidentiality at least as protective as this one (its "Representatives"). The Investor is responsible for its Representatives’ compliance.
The Investor shall tell the Company promptly if it learns of any use or sharing of Confidential Information that this Agreement does not allow, and shall help reasonably to limit the harm.
4. Other Investments
The Company understands that the Investor reviews and invests in many companies, some of which may compete with the Company or work on similar ideas. Nothing in this Agreement stops the Investor from evaluating, investing in or helping any other company, or from forming views from general knowledge, skills and experience, as long as the Investor does not use or share the Company’s Confidential Information in doing so. This Agreement contains no non-compete and no non-solicitation obligation, and does not oblige either party to make or accept any investment.
5. Compelled Disclosure
If the law, a court, a regulator or a stock exchange requires the Investor to disclose Confidential Information, the Investor shall, where legally allowed, give the Company prompt notice so that it can seek protection, and shall disclose only what is required. Disclosures made in routine regulatory examinations that are not aimed at the Company do not need notice.
6. Return or Destruction
Within fifteen (15) days after the Company asks in writing, the Investor shall return or destroy the Confidential Information it holds and confirm this by email. The Investor may keep copies in routine backups, and one copy where its legal or compliance policies require it, and those copies stay subject to this Agreement for as long as they exist.
7. Term
The Investor’s obligations under this Agreement last for [Confidentiality period (years)] years after the Effective Date. Obligations for any Confidential Information that is a trade secret under applicable law continue for as long as it remains a trade secret.
Notice under 18 U.S.C. §1833(b): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding. Nothing in this Agreement prevents anyone from reporting possible violations of law to a government agency.
8. No Licence, No Warranty, Remedies
The Confidential Information remains the Company’s property, and this Agreement grants no licence to it. It is shared "as is", without any promise that it is complete or accurate; only a signed definitive investment agreement can contain representations the Investor may rely on. The Investor agrees that a breach could cause the Company harm that money alone would not fix, so the Company may seek an injunction in addition to any other remedy, without posting a bond.
9. General
This Agreement is governed by the laws of the State of [Governing law (state)], without regard to its conflict of laws rules. It is the whole agreement about its subject and replaces earlier understandings about it. It may be changed or waived only in a writing signed by both parties. Neither party may assign it without the other’s consent, except to a successor to its business. If any part cannot be enforced, the rest still applies.
This Agreement may be signed electronically and in counterparts, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are evidence of its execution. Each person signing confirms they may bind the party they sign for.
Signatures
Company · Investor