Disclaimer: I am an AI, not an attorney. The following is a draft template provided for informational and educational purposes. Because proprietary technology and intellectual property are highly sensitive, it is strongly recommended that you have a qualified legal professional review and customize this agreement for your specific jurisdiction and business needs before signing.

---

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date"), by and between:

[Startup Name], a [State of Incorporation, e.g., Delaware] corporation with its principal place of business at [Startup Address] (the "Disclosing Party"),

AND

[Investor/Firm Name], a [State of Incorporation] [Entity Type, e.g., LLC, Corporation] with its principal place of business at [Investor Address] (the "Receiving Party").

The Disclosing Party and the Receiving Party may be referred to collectively as the "Parties" or individually as a "Party."

RECITALS

WHEREAS, the Disclosing Party has developed certain proprietary technology and owns certain confidential information; and WHEREAS, the Parties wish to engage in discussions regarding a potential financial investment by the Receiving Party in the Disclosing Party (the "Purpose"); and WHEREAS, to facilitate the Purpose, the Disclosing Party may disclose certain Confidential Information (as defined below) to the Receiving Party.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means all non-public, confidential, or proprietary information disclosed before, on, or after the Effective Date, by the Disclosing Party to the Receiving Party or its Representatives (as defined below), whether disclosed orally, in writing, electronically, or by inspection of tangible objects. Confidential Information includes, but is not limited to: (a) Proprietary Technology: Source code, object code, algorithms, software architecture, technical schematics, prototypes, formulas, engineering designs, and hardware specifications; (b) Business Information: Financial plans and models, projections, customer lists, business strategies, marketing plans, and unreleased product roadmaps; (c) Any information marked as "Confidential" or "Proprietary," or information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2. Exclusions from Confidential Information

Confidential Information does not include information that the Receiving Party can demonstrate with competent evidence: (a) Was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (b) Was known to the Receiving Party, without restriction, at the time of disclosure; (c) Is disclosed with the prior written approval of the Disclosing Party; (d) Was independently developed by the Receiving Party without access to or use of the Confidential Information; or (e) Becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement.

3. Obligations of the Receiving Party

The Receiving Party agrees to: (a) Use the Confidential Information solely for the Purpose of evaluating a potential investment in the Disclosing Party; (b) Keep the Confidential Information strictly confidential and not disclose it to any third party, except as expressly permitted in Section 4; and (c) Protect the Confidential Information using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care.

4. Permitted Disclosures

The Receiving Party may disclose Confidential Information only under the following circumstances: (a) To Representatives: The Receiving Party may disclose Confidential Information to its employees, officers, directors, partners, outside legal counsel, and accounting professionals ("Representatives") strictly on a "need-to-know" basis to fulfill the Purpose. The Receiving Party agrees to inform all such Representatives of the confidential nature of the information and ensure they are bound by confidentiality obligations no less restrictive than those in this Agreement. The Receiving Party shall be strictly liable for any breach of this Agreement by its Representatives. (b) Required by Law: If the Receiving Party is required by law, regulation, or a valid legal process (e.g., subpoena or court order) to disclose any Confidential Information, the Receiving Party shall, legally permitted, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order is not obtained, the Receiving Party may disclose only that portion of the Confidential Information which is legally required.

5. Return or Destruction of Materials

Upon the written request of the Disclosing Party, or upon the termination of the investment discussions between the Parties, the Receiving Party shall promptly return to the Disclosing Party all documents and materials containing Confidential Information. Alternatively, the Receiving Party may securely destroy all such materials (including permanently deleting electronic copies) and provide a written certification of destruction to the Disclosing Party within ten (10) days of the request. (Note: The Receiving Party may retain one secure copy solely for legal, regulatory, or automated IT backup purposes, subject to the ongoing confidentiality obligations herein).

6. Term Length

(a) Term of Agreement: This Agreement shall remain in effect for a period of [e.g., one (1) year / two (2) years] from the Effective Date, after which the Receiving Party’s right to receive new Confidential Information shall expire. (b) Survival of Confidentiality Obligations: The Receiving Party's obligation to protect the Confidential Information disclosed during the Term shall survive for a period of [e.g., three (3) / five (5)] years following the expiration of the Agreement. (c) Trade Secrets: Notwithstanding the foregoing, with respect to any Confidential Information that constitutes a "trade secret" under applicable law (including but not limited to proprietary source code and algorithms), the restrictions on disclosure and use shall survive indefinitely for as long as such information remains a trade secret.

7. No License or Obligation

Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, mask work right, or copyright of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein. Furthermore, nothing in this Agreement obligates either Party to proceed with any transaction, investment, or final business agreement.

8. Remedies for Breach

The Receiving Party acknowledges that the Confidential Information, consisting of proprietary technology and sensitive business data, is unique and valuable, and that unauthorized disclosure or use of the Confidential Information will cause immediate, irreparable harm to the Disclosing Party for which monetary damages alone would be inadequate. Therefore, in the event of any breach or threatened breach of this Agreement by the Receiving Party or its Representatives: (a) The Disclosing Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, or specific performance, to enforce the terms of this Agreement, without the necessity of proving actual damages or posting a bond; (b) This equitable relief shall be in addition to, and not in lieu of, any other legal or equitable remedies available to the Disclosing Party, including monetary damages; and (c) Attorney’s Fees: In the event of litigation relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable legal fees, court costs, and related expenses from the non-prevailing Party.

9. Miscellaneous

(a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State, e.g., Delaware / California], without regard to its conflict of law principles. (b) Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. (c) Entire Agreement: This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings. It may only be amended in writing signed by both Parties. (d) No Waiver: The failure of the Disclosing Party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.

DISCLOSING PARTY: [Startup Name]

Signature: ___________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________

RECEIVING PARTY: [Investor Name]

Signature: ___________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________

NON-DISCLOSURE AGREEMENT

CONFIDENTIAL — EXECUTION COPY

---

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this "Agreement") is entered into as of ___________, 20___ (the "Effective Date"), by and between:

[STARTUP LEGAL NAME], a [State] [corporation/LLC] with its principal place of business at [Address] (the "Company"); and

[INVESTOR LEGAL NAME / ENTITY], a [State] [corporation/LLC/individual] with its principal place of business at [Address] (the "Recipient").

The Company and the Recipient are each referred to herein individually as a "Party" and collectively as the "Parties."

---

RECITALS

WHEREAS, the Company possesses certain proprietary technology, trade secrets, business plans, and related confidential information pertaining to [brief, general description, e.g., "a cloud-based data analytics platform"];

WHEREAS, the Recipient is a prospective investor evaluating a potential investment in or strategic relationship with the Company (the "Permitted Purpose");

WHEREAS, in connection with the Recipient's evaluation of the Permitted Purpose, the Company may disclose certain Confidential Information to the Recipient; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the use and protection of such Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants, the promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

---

ARTICLE 1 — DEFINITIONS

1.1 "Confidential Information" means any and all non-public information, data, materials, or knowledge, whether disclosed orally, in writing, electronically, visually, or in any other form or medium, that the Company designates as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to:

(a) Proprietary Technology: source code, object code, algorithms, software architectures, APIs, technical specifications, schematics, engineering drawings, prototypes, and related documentation;

(b) Intellectual Property: patents (including pending applications), trade secrets, trademarks, copyrights, know-how, and inventions (whether or not patentable);

(c) Business Information: business plans, roadmaps, marketing strategies, pricing models, financial projections, revenue data, customer and vendor lists, and competitive analyses;

(d) Personnel Information: information relating to employees, contractors, compensation structures, and organizational planning;

(e) Investor and Financial Information: cap table details, term sheets, funding histories, and financial statements; and

(f) Third-Party Information: any information belonging to third parties that the Company is obligated to maintain as confidential.

1.2 "Disclosing Party" means the Party disclosing Confidential Information under this Agreement.

1.3 "Receiving Party" means the Party receiving Confidential Information under this Agreement.

1.4 "Representatives" means a Party's directors, officers, employees, attorneys, accountants, financial advisors, and consultants who (i) have a legitimate need to know such Confidential Information for the Permitted Purpose, and (ii) are bound by obligations of confidentiality at least as protective as those set forth herein.

1.5 "Trade Secret" has the meaning ascribed to it under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and applicable state law.

---

ARTICLE 2 — OBLIGATIONS OF CONFIDENTIALITY

2.1 General Obligations. The Receiving Party shall:

(a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care;

(b) not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted under Article 3;

(c) use Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever; and

(d) promptly notify the Disclosing Party in writing upon discovering any unauthorized use, disclosure, or loss of Confidential Information.

2.2 Security Measures. The Receiving Party shall implement and maintain reasonable technical, administrative, and physical safeguards to protect Confidential Information, including but not limited to password protection, encryption of electronic files, and restricted physical access.

2.3 No License. Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to the Confidential Information or any intellectual property rights of the Disclosing Party. The Receiving Party acknowledges that all Confidential Information remains the exclusive property of the Disclosing Party.

2.4 No Reverse Engineering. The Receiving Party shall not attempt to reverse engineer, disassemble, decompile, or otherwise derive the source code or underlying structure of any proprietary technology disclosed under this Agreement.

2.5 No Solicitation. During the Term and for a period of [twelve (12) / twenty-four (24)] months following termination of this Agreement, the Receiving Party shall not, directly or indirectly, solicit for employment or engagement any employee or contractor of the Disclosing Party with whom the Receiving Party came into contact in connection with the Permitted Purpose, without the prior written consent of the Disclosing Party.

---

ARTICLE 3 — PERMITTED DISCLOSURES

3.1 Disclosure to Representatives. The Receiving Party may disclose Confidential Information to its Representatives solely to the extent necessary for the Permitted Purpose, provided that:

(a) each Representative is informed of the confidential nature of the information and the obligations of this Agreement;

(b) each Representative is bound by written confidentiality obligations at least as protective as those set forth herein; and

(c) the Receiving Party remains fully liable for any breach of this Agreement by any of its Representatives.

3.2 Legally Compelled Disclosure. If the Receiving Party is required by law, regulation, court order, subpoena, or governmental authority to disclose Confidential Information, the Receiving Party shall:

(a) provide the Disclosing Party with prompt prior written notice (to the extent legally permissible) sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy;

(b) cooperate reasonably with the Disclosing Party in seeking such protective order or remedy at the Disclosing Party's expense; and

(c) disclose only that portion of the Confidential Information that is legally required to be disclosed, and use reasonable efforts to obtain confidential treatment for such disclosed information.

3.3 Trade Secret Immunity Notice. Pursuant to 18 U.S.C. § 1833(b), a Party 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 (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

---

ARTICLE 4 — EXCLUSIONS FROM CONFIDENTIAL INFORMATION

4.1 The obligations of this Agreement shall not apply to information that the Receiving Party can demonstrate by competent written evidence:

(a) Is or Becomes Public: is or becomes generally available to the public through no act or omission of the Receiving Party or its Representatives;

(b) Was Already Known: was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating such disclosure;

(c) Is Independently Developed: is independently developed by the Receiving Party without reference to or use of the Confidential Information; or

(d) Is Rightfully Received: is received by the Receiving Party from a third party who had the lawful right to disclose such information without restriction.

4.2 The burden of proving the applicability of any exclusion under Section 4.1 shall rest solely with the Receiving Party.

---

ARTICLE 5 — TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect for a period of [two (2) / three (3)] years (the "Term"), unless earlier terminated in accordance with this Article 5.

5.2 Termination for Convenience. Either Party may terminate this Agreement at any time upon thirty (30) days' prior written notice to the other Party.

5.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice thereof.

5.4 Survival of Obligations.

(a) General Confidential Information: The confidentiality obligations under this Agreement shall survive termination or expiration of this Agreement for a period of [three (3) / five (5)] years from the date of termination or expiration.

(b) Trade Secrets: Notwithstanding subsection (a), the Receiving Party's obligations with respect to any information that constitutes a Trade Secret shall survive indefinitely, for as long as such information remains a trade secret under applicable law.

5.5 Return or Destruction of Information. Within ten (10) business days following termination or expiration of this Agreement, or upon written request from the Disclosing Party at any time, the Receiving Party shall:

(a) promptly return to the Disclosing Party all tangible Confidential Information and any copies thereof; or

(b) at the Disclosing Party's election, securely destroy all such materials and certify in writing to the Disclosing Party that such destruction has been completed;

provided, however, that the Receiving Party may retain one (1) archival copy of Confidential Information solely to the extent required by applicable law or regulation, which shall remain subject to the obligations of this Agreement.

---

ARTICLE 6 — REMEDIES FOR BREACH

6.1 Acknowledgment of Irreparable Harm. Each Party acknowledges that:

(a) the Confidential Information constitutes a unique and valuable asset of the Disclosing Party;

(b) any breach or threatened breach of this Agreement would cause immediate and irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy; and

(c) the precise amount of damages resulting from a breach may be difficult or impossible to ascertain.

6.2 Injunctive Relief. The Receiving Party agrees that in the event of any actual or threatened breach, the Disclosing Party shall be entitled to seek, without the necessity of proving actual damages or posting any bond or other security:

(a) temporary restraining orders;

(b) preliminary and permanent injunctive relief; and

(c) specific performance,

in addition to all other rights and remedies available at law or in equity.

6.3 Monetary Damages. Without limiting Section 6.2, the Receiving Party shall be liable to the Disclosing Party for all actual, direct, and consequential damages arising from a breach of this Agreement, including but not limited to:

(a) lost profits and lost business opportunities;

(b) costs of investigation, remediation, and mitigation;

(c) reasonable attorneys' fees and litigation costs; and

(d) any damages awarded to third parties as a result of the Receiving Party's breach.

6.4 Liquidated Damages (Optional — include or delete as negotiated).

In the event of a breach of Section 2.1 (General Obligations) by the Receiving Party, the Parties agree that actual damages would be difficult to calculate, and the Receiving Party shall pay to the Disclosing Party the sum of $___________ as liquidated damages, which the Parties agree represents a reasonable estimate of damages and not a penalty. Payment of liquidated damages shall not limit the Disclosing Party's right to seek injunctive relief under Section 6.2.

6.5 Cumulative Remedies. All remedies set forth in this Agreement are cumulative and not exclusive of any other remedies available at law or in equity. The election of one remedy shall not preclude the pursuit of any other remedy.

6.6 Indemnification. The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its officers, directors, employees, agents, and successors from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of this Agreement by the Receiving Party or its Representatives.

---

ARTICLE 7 — GENERAL PROVISIONS

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Delaware / California / New York], without regard to its conflict of law principles.

7.2 Dispute Resolution.

(a) Informal Resolution: The Parties shall attempt in good faith to resolve any dispute arising under this Agreement through informal negotiation for a period of thirty (30) days following written notice of the dispute.

(b) Arbitration: If the dispute is not resolved through informal negotiation, it shall be submitted to binding arbitration administered by JAMS (or AAA) under its then-current commercial arbitration rules. The arbitration shall take place in [City, State]. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding this Section, either Party may seek emergency injunctive or equitable relief from a court of competent jurisdiction without first submitting to arbitration.

7.3 Jurisdiction and Venue. For purposes of seeking emergency equitable relief under Section 7.2, each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in [County, State] and waives any objection to such jurisdiction or venue.

7.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings of the Parties with respect thereto.

7.5 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties.

7.6 Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver thereof. No single or partial exercise of any right or remedy shall preclude any further exercise thereof.

7.7 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

7.8 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that the Company may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be null and void.

7.9 Notices. All notices under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) nationally recognized overnight courier; (c) certified mail, return receipt requested; or (d) email with confirmation of receipt, to the addresses set forth on the signature page or such other address as a Party designates in writing.

7.10 No Obligation to Proceed. Nothing in this Agreement obligates either Party to enter into any further agreement, consummate any transaction, or continue any discussions or negotiations related to the Permitted Purpose.

7.11 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.

7.12 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

---

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date first written above.

---

[STARTUP LEGAL NAME]

Signature:	____________________________
Name:	____________________________
Title:	____________________________
Date:	____________________________
Address:	____________________________
Email:	____________________________

---

[INVESTOR LEGAL NAME]

Signature:	____________________________
Name:	____________________________
Title:	____________________________
Date:	____________________________
Address:	____________________________
Email:	____________________________

---

EXHIBIT A — DESCRIPTION OF CONFIDENTIAL INFORMATION DISCLOSED

[Attach a specific description of the technology, documents, or categories of information being shared, e.g., technical architecture documents, pitch deck, financial models, source code repository access, etc.]

---

⚠️ LEGAL DISCLAIMER

This document is a template provided for general informational and educational purposes only. It does not constitute legal advice and does not create an attorney-client relationship. Laws governing confidentiality, trade secrets, and contracts vary significantly by jurisdiction and are subject to change. Before executing any non-disclosure agreement, both parties should consult with qualified legal counsel in the relevant jurisdiction(s) to ensure the agreement is appropriate, enforceable, and tailored to their specific circumstances and needs.

---

End of Agreement