Free Investor and Business Sale NDA Template

CONFIDENTIALITY AGREEMENT (PROPOSED TRANSACTION)

This Agreement is made on [DATE] between [COMPANY NAME], [ADDRESS] ("Company"), and [INVESTOR / BUYER NAME], [ADDRESS] ("Recipient").

1. PURPOSE. The Company will provide information to Recipient solely so Recipient can evaluate and negotiate a possible [investment in / acquisition of] the Company ("Transaction").

2. EVALUATION MATERIAL. "Evaluation Material" means all information about the Company, its business, financial condition, customers, employees, technology and plans that the Company or its representatives provide to Recipient, in any form, including through a data room, whether or not marked confidential, and all notes and analyses Recipient prepares that contain or reflect it.

3. EXCLUSIONS. Evaluation Material does not include information that: (a) is or becomes public through no fault of Recipient or its Representatives; (b) was lawfully in Recipient's possession before disclosure without a confidentiality obligation; (c) is received from a third party not known to be bound by confidentiality; or (d) is independently developed without using Evaluation Material.

4. USE AND DISCLOSURE. Recipient will use Evaluation Material only for the Transaction and will not disclose it except to its directors, officers, employees, advisers, financing sources and co-investors who need to know it for the Transaction and are told of its confidential nature ("Representatives"). Recipient is responsible for any breach by its Representatives. [Disclosure to portfolio companies is not permitted.]

5. FACT OF DISCUSSIONS. Neither party will disclose that discussions are taking place or their terms, except as required by law.

6. NON-SOLICITATION. For [18] months after this Agreement, Recipient will not, directly or indirectly, solicit for employment any officer or employee of the Company with whom Recipient had contact or of whom it became aware through the Transaction, or solicit any customer or supplier of the Company identified in the Evaluation Material to reduce its business with the Company. General advertising not targeted at Company personnel is permitted.

7. NO RESIDUALS. Recipient may not use Evaluation Material retained in the memory of its personnel for any purpose other than the Transaction.

8. RETURN OR DESTRUCTION. On the Company's request or if the Transaction does not proceed, Recipient will promptly return or destroy all Evaluation Material and confirm this in writing, except copies retained under legal or regulatory requirements or automatic backups, which remain confidential.

9. COMPELLED DISCLOSURE. If legally required to disclose Evaluation Material, Recipient will give prompt notice where permitted and disclose only what is legally required.

10. SECURITIES LAWS [IF APPLICABLE]. Recipient acknowledges that Evaluation Material may include material non-public information and that securities laws restrict trading on it.

11. NO OBLIGATION; NO WARRANTY. Neither party is obliged to complete a Transaction. The Company makes no representation about the accuracy of Evaluation Material except as set out in a definitive agreement.

12. TERM. This Agreement lasts [2] years from its date, except that obligations for trade secrets continue while they remain trade secrets.

13. REMEDIES AND GOVERNING LAW. The Company may seek injunctive relief for breach. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

COMPANY: ______________________  Name/Title: ______________  Date: __________
RECIPIENT: ____________________  Name/Title: ______________  Date: __________

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.