Understanding NDAs (Non-Disclosure Agreements)

Non-Disclosure Agreements (NDAs) are legal contracts that prohibit the disclosure of confidential information between two or more parties. In the context of presenting a project to potential investors, NDAs are commonly used to protect sensitive information such as trade secrets, financial information, and intellectual property.

By using an NDA, you can protect your intellectual property and ensure that the potential investors understand their obligations to keep the information confidential. This can increase your chances of securing funding and maintaining a competitive advantage in the market.

When to Use an NDA

NDAs are typically implemented before any confidential information is disclosed. This ensures that all parties involved in the presentation understand their obligations to keep the information confidential. NDAs may also be used when discussing the terms of a potential investment or partnership, as sensitive information may be shared during these negotiations.

In some cases, it may be appropriate to provide potential investors with limited financial information before implementing an NDA. For example, you may provide high-level financial projections or market research to pique their interest in your project. However, any detailed financial information should be shared only after an NDA has been signed.

How to Use NDAs

To use an NDA, it’s important to work with a lawyer to draft a contract that outlines the terms and conditions of the agreement. The NDA should specify what information is considered confidential, who is bound by the agreement, how long the agreement is in effect, and what remedies are available in case of a breach.

Once the NDA is drafted, it should be presented to the potential investors before any confidential information is disclosed. All parties who will be attending the presentation should be asked to sign the NDA before any sensitive information is shared.

Example of NDA

Let’s say you have developed a new manufacturing process that you believe will revolutionize the industry. You want to present this process to potential investors to secure funding for your project. However, you are concerned that your competitors could use this information to develop a similar process.

To protect your intellectual property, you implement an NDA. The NDA specifies that the manufacturing process is considered confidential information and prohibits the potential investors from disclosing this information to others. You present the NDA to the potential investors before the presentation and ask them to sign it before sharing any information about the process.

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Understanding NDAs for Investor Presentations

When presenting your project to investors, it’s common to require a Non-Disclosure Agreement (NDA) to protect confidential information. Here’s what you need to know about NDAs and how to implement them.

A Non-Disclosure Agreement (NDA) is a legal contract that prohibits one or more parties from sharing confidential information with others. In the context of investor presentations, NDAs are used to protect sensitive information about a company’s financials, intellectual property, or other trade secrets that could be valuable to competitors.

To implement an NDA, it’s important to work with a lawyer to draft a contract that outlines the terms and conditions of the agreement. The NDA should specify what information is considered confidential, who is bound by the agreement, how long the agreement is in effect, and what remedies are available in case of a breach.

Once the NDA is drafted, it should be presented to the investors before the presentation begins. All parties who will be attending the presentation should be asked to sign the NDA before any confidential information is disclosed.

Implementing an NDA can help to protect your project’s confidential information and provide peace of mind when presenting to potential investors. It’s important to work with a qualified lawyer to ensure that your NDA is legally sound and enforceable.

Key elements that you may want to include in an NDAs

However, here are some key elements that you may want to include in an NDA:

• Definition of Confidential Information: This section should clearly define what information is considered confidential and protected under the NDA.
• Obligations of the Receiving Party: This section should detail the receiving party’s obligations to keep the confidential information confidential, including restrictions on disclosure and use of the information.
• Permitted Disclosures: This section should identify specific circumstances under which the receiving party is allowed to disclose the confidential information, such as disclosure to its employees or advisors who need to know the information to evaluate the business opportunity.
• Term and Termination: This section should specify the length of time the NDA will remain in effect, as well as the conditions under which the NDA can be terminated.
• Remedies for Breach: This section should outline the remedies available to the disclosing party in the event of a breach of the NDA, such as injunctive relief or monetary damages.
• Governing Law and Jurisdiction: This section should specify the law that governs the NDA and the jurisdiction in which any disputes will be resolved.

It’s important to consult with a lawyer or legal professional to ensure that your NDA is legally sound and tailored to your specific needs. They can also provide you with a template or draft an NDA that suits your requirements.

NDAs contract examples

It is important to consult with a lawyer to review the template and make sure it is tailored to your specific needs before using it.

Regular Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT [the Agreement] is entered into on this [insert number of day] day of
[insert Month and year] by and between:
1. [Insert official name of the potential partner or participant], having its registered office
or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Discloser] and
2. [Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [the
Recipient]

WHEREAS:

The Discloser and Recipient hereto desire [to participate in early discussions regarding
the entering into future collaboration as a European Funded Project in the field of (….)] or
[to submit a proposal for a collaborative project in response to the call (identify the call)
under (identify the EU-funded Programme)] or [to evaluate entering into partnership or
business collaboration for the purpose of (identify the undertaking intended to perform)]
Throughout the aforementioned discussions, the Discloser may share proprietary information or Confidential Information with the Recipient subject to the terms and covenants set forth below.

NOW IT IS AGREED AS FOLLOWS:

1. Confidential Information
1.1 For the purposes of this Agreement, Confidential Information means any data or
proprietary information of the Discloser that is not generally known to the public or has
not yet been revealed, whether in tangible or intangible form, whenever and however
disclosed, including, but not limited to:
(i) any scientific or technical information, invention, design, process, procedure,
formula, improvement, technology or method;
(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs,
drawings, photographs, development tools, specifications, software programs, source code, object code, flow charts, and databases;
(iii) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the
Discloser’s past, present or future business activities, or those of its affiliates,
subsidiaries and affiliated companies;
(iv) trade secrets; plans for products or services, and customer or supplier lists;
(v) any other information that should reasonably be recognized as Confidential
Information by the Discloser.
1.2 The Discloser and the Recipient agree hereby that Confidential Information needs not
to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to
be designated Confidential Information and therefore protected.
1.3 Confidential Information shall be identified either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials
that are not marked, by notifying the Recipient of the confidential nature of the information. Such notification shall be done orally, by e-mail or written correspondence, or
via other appropriate means of communication.
1.4 The Recipient hereby acknowledge that the Confidential Information proprietary of
the Discloser has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information.
1.5 Notwithstanding the aforementioned Confidential Information shall exclude information that:
(i) is already in the public domain at the time of disclosure by the Discloser
to the Recipient or thereafter enters the public domain without any breach of
the terms of this Agreement;
(ii) was already known by the Recipient before the moment of disclosure
(under evidence of reasonable proof or written record of such disclosure);
(iii) is subsequently communicated to the Recipient without any obligation of
confidence from a third party who is in lawful possession thereof and under no
obligation of confidence to the Discloser;
(iv) becomes publicly available by other means than a breach of the confidentiality obligations by the Recipient (not through fault or failure to act by the
Recipient);
(iv) is or has been developed independently by employees, consultants or
agents of the Recipient (proved by reasonable means) without violation of the
terms of this Agreement or reference or access to any Confidential Information
pertaining to the Discloser.

2. Purpose of the Disclosure of Confidential Information

The Discloser and Recipient will enter on discussions regarding future collaboration toward European Funded Project in the field of [….] or [will submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU funded Programme)] or [will enter into or evaluate alternatives for partnership or collaboration with
[name of the Recipient] for the purpose of [identify the undertaking intended to perform
or achieve].

3. Undertakings of the Recipient

3.1 In the context of discussions, preparations or negotiations, the Discloser may disclose
Confidential Information to the Recipient. The Recipient agrees to use the Confidential
Information solely in connection with purposes contemplated in this Agreement and not
to use it for any other purpose or without the prior written consent of the Discloser.
3.2 The Recipient will not disclose and will keep confidential the information received,
except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the
permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence
the Recipient will be responsible for ensuring that the obligations of confidentiality and
non-use contained herein will be strictly observed and will assume full liability for the
acts or omissions made for its personnel representatives or agents.
3.3 The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit.
3.4 The Recipient will not disclose any Confidential Information received to any third
parties, except as otherwise provided for herein.
3.5 The Recipient shall treat all Confidential Information with the same degree of care as
it accords to its own Confidential Information.
3.6 All Confidential Information disclosed under this Agreement shall be and remain under the property of the Discloser and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the Recipient. Principally, nothing in this Agreement shall be deemed to grant to the Recipient a
licence expressly or by implication under any patent, copyright or other intellectual
property right. The Recipient hereby acknowledges and confirms that all the existing and
future intellectual property rights related to the Confidential Information are exclusive
titles of the Discloser. For the sake of clarity based in good faith, the Recipient will not
apply for or obtain any intellectual property protection in respect of the Confidential
Information received. Likewise any modifications and improvements thereof by the Recipient shall be the sole property of the Discloser.
3.7 The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the
dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii)
or at the time the Discloser may request it to the Recipient.
3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as
required to comply with mandatory law, provided that such Confidentiality Information
or copies thereof shall be subject to an indefinite confidentiality obligation.
3.9 In the event that the Recipient is asked to communicate the Confidential Information
to any judicial, administrative, regulatory authority or similar or obliged to reveal such
information by mandatory law, it shall notify promptly the Discloser of the terms of such
disclosure and will collaborate to the extent practicable with the Discloser in order to
comply with the order and preserve the confidentiality of the Confidential Information.
3.10 The Recipient agrees that the Discloser will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in
breach of this Agreement and that the Discloser shall be entitled to obtain injunctive
relief against a threatened breach or continuation of any such a breach and, in the event
of such breach, an award of actual and exemplary damages from any court of competent
jurisdiction.
3.11 The Recipient shall immediately notify upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all
necessary assistance in connection with any steps which the Discloser may wish to take
prevent, stop or obtain compensation for such a breach or threatened breach.
3.12 The Confidential Information subject to this Agreement is made available “as such”
and no warranties of any kind are granted or implied with respect to the quality of such
information including but not limited to, its applicability for any purpose, noninfringement of third party rights, accuracy, completeness or correctness. Further, the
Discloser shall not have any liability to the Recipient resulting from any use of the Confidential Information.
3.13 The Discloser is not under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose.
3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership,
joint venture, or other similar relationship between the Discloser and Recipient.

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4. Miscellaneous

4.1 Duration and Termination
4.1.1 This Agreement shall remain in effect for a term of [number of months or years]
term. Notwithstanding the foregoing, the Recipient’s duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely,
save otherwise agreed.
4.1.2 If the Discloser and Recipient succeed in the call for proposal referred to in clause 2
and sign the corresponding Grant Agreement (GA) and Consortium Agreement (CA), or
entered into partnership under any other kind of collaborative agreement (COA) or association agreement (AA), the non-disclosure provisions of the CA, COA and AA shall [supplement or supersede] this Agreement. In the event that non-disclosure provisions are
not provided for the said private agreements in equal terms as stated herein, this
Agreement shall remain in force until the end of the collaboration undertaken or after
[months or years] of its termination.
4.2 Applicable Law and Jurisdiction
This Agreement shall be construed and interpreted by the laws of [choose the applicable
law]. The court of [choose the jurisdiction to settle disputes] shall have jurisdiction.
4.3 Validity
If any provisions of this Agreement are invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be
replaced by a valid and enforceable provision that will meet the purpose of the invalid or
unenforceable provision as closely as possible.
4.4 Subsequent Agreements
Ancillary agreements, amendments or additions hereto shall be made in writing.
4.5 Communications
Any notices or communications required may be delivered by hand or e-mail, mailed by
registered mail to the address of the Recipient/Discloser as indicated above. Any subsequent modification of addresses should be reasonably communicated in advance to the
effect of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Non-Disclosure Agreement
to be executed as of the date stated above.
FOR [insert name of participant or potential or current partner]
[insert name of representative]
[insert title]
Done at [place] on [date]

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Example NDAs for Financial purposes

FINANCIAL INFORMATION NON-DISCLOSURE AGREEMENT

This Financial Information Non-Disclosure Agreement, hereinafter known as the “Agreement”, is made by and between [RELEASOR NAME], having a mailing address of [RELEASOR ADDRESS], City of [CITY], State of [STATE], hereinafter known as the “Releasor”, and [RECIPIENT NAME], having a mailing address of [RECIPIENT ADDRESS], City of [CITY], State of [STATE], hereinafter known as the “Recipient”. Collectively, the aforementioned Releasor and Recipient shall be known as the “Parties”, agree as follows:

1. Definition of Confidentiality. As used in this Agreement, “Confidential Information” refers to any information which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of Releasor, or (ii) non-technical information relating to Releasor’s products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to Releasor.

2. Non-Disclosure and Non-Use Obligations. Recipient shall maintain in confidence and agrees not to disclose, disseminate or use any Confidential Information belonging to Releasor, whether or not in written or verbal form. Recipient agrees that Recipient shall treat all Confidential Information of Releasor with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement.

3. Survival. This Agreement shall govern all communications between the parties. Recipient understands that its obligations under Paragraph 2 (“Non-Disclosure and Non-Use Obligations”) shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Recipient will promptly deliver to Releasor, without retaining any copies, all documents and other materials furnished to Recipient by Releasor.

4. Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of [STATE], as such laws are applied to agreements entered into and to be performed entirely within the State with respect to its residents.

5. Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to Releasor for which there will be no adequate remedy at law, and Releasor shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

6. Severability. Each provision of this Agreement is a separate and distinct agreement and independent of the other, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

7. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below.

RELEASOR:                                                                                     RECIPIENT:

Signature: _________________________                           Signature: _________________________

Print Name: _________________________                        Print Name: _________________________

Date: _________________________                                   Date: _________________________

It’s important to consult with a lawyer or legal professional to ensure that your NDA is legally sound and tailored to your specific needs. They can also provide you with a template or draft an NDA that suits your requirements.

Business Plan NDA Sample

BUSINESS PLAN NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into on and as of this ___ day of _______, _____, by and between ________ (“Vendor”), a ___________ with its principal office at _________________ and _____________, (“Company”), a _____________ with its principal office at _______________. VENDOR and Company may be referred to as “Party” or collectively as “Parties” in this Agreement.

1. In order to explore a potential business relationship, both VENDOR and Company will disclose to one another information that is considered confidential.

2. Confidential Information means information disclosed by one party to the other party (whether provided directly or indirectly, oral or written, or any other form) that the Disclosing Party identifies as confidential. Confidential Information does not include information that is generally known or available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party, or information that the Receiving Party obtained or developed without violating any of the terms of this Agreement.

3. The Receiving Party may only use the Confidential Information in connection to explore a potential business relationship with the Disclosing Party. Confidential Information will be kept strictly confidential by the Receiving Party and may not be copied or modified without written consent by the Disclosing Party. The Receiving Party shall protect the Confidential Information from unauthorized access by a third party or an employee that is not involved in the development of the potential business relationship with the Disclosing Party.

4. Both Parties agree that money damages may not be a sufficient remedy for any breach of the terms of this Agreement by the Receiving Party, and that, in addition to all other remedies at law or in equity to which the Disclosing Party may be entitled, the Disclosing Party may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

5. This Agreement shall not in any way limit, restrict or preclude either Party from pursuing any of its present or future business activities or interests or from entering into any agreement or transaction with any person, regardless of whether such business activities or interests are competitive with the business activities or interests of the other party and regardless of whether the subject matter of any such agreement is in any way similar to any Confidential Information.

6. Within five (5) days after receiving a request by the Disclosing Party for the destruction and/or return of Confidential Information, the Receiving Party shall destroy and/or return all Confidential Information furnished to the Receiving Party by the Disclosing Party. The Receiving Party will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Receiving Party based upon, containing or otherwise reflecting any Confidential Information.

7. All Confidential Information is provided on an “as is” basis. Neither Party is making any representation or warranty as to the accuracy or completeness of any of the information furnished hereunder. Both Parties further acknowledges and agrees that no Party has any obligation to authorize or pursue a potential business relationship with the other Party. This Agreement does not create any agency, partnership, or joint venture.

8. The Parties agrees to indemnify and hold harmless the other Party and its officers, directors, agents, representatives, and employees from any and all third party claims, liabilities, costs and expenses, including reasonable attorney’s fees, and costs and expenses resulting from the indemnifying Party’s material breach of any duty, representation, or warranty under this Agreement.

9. The term of this Agreement shall be three (3) years from the date hereof.

10. This Agreement embodies the understanding of the Parties regarding the subject matter hereof. No amendment or supplement to the Agreement shall be binding or effective unless it is in writing and signed by both Parties. Neither Party shall assign in whole or in part its rights or obligations under this Agreement without the written consent of the other Party. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of  ______. In the event of any dispute arising out of or relating to this Agreement, the Parties consent to the exclusive jurisdiction of ______ County, _________ (Country) for the purposes of resolving said dispute. The prevailing Party shall be entitled to recover reasonable attorney fees and costs. If it is found by a court of competent jurisdiction that any term or provision is invalid or unenforceable, the remaining terms and provisions shall remain in full force and effect.

IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written above.

By:
Name:
Title:

By:
Name:
Title:

As previously mentioned, it is essential to consult with a lawyer or legal professional to ensure that your NDA is legally sound and tailored to your specific needs. They can provide you with a template or draft an NDA that meets your requirements.

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