Startup Investor Confidentiality Agreement
This Confidentiality Agreement ("Agreement") is entered into as of
, by and between:
Disclosing Party (Startup):
Receiving Party (Investor):
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" means any data or information, oral or written, disclosed by the Disclosing Party to the Receiving Party that is not generally known to the public and that the Receiving Party understands is proprietary.
2. Obligations of Receiving Party
-
The Receiving Party agrees to maintain the confidentiality of the Confidential Information and not to disclose it to any third party without the prior written consent of the Disclosing Party.
-
The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating a potential investment in the Disclosing Party.
-
The Receiving Party will take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information.
3. Exclusions
Confidential Information does not include information that:
- Is or becomes publicly available through no fault of the Receiving Party;
- Is lawfully received from a third party without restriction on disclosure;
- Is independently developed by the Receiving Party without use of or reference to Confidential Information;
- Is required to be disclosed by law or court order.
4. Term
This Agreement will remain in effect for a period of
years from the date of execution.
5. Return of Materials
Upon request, the Receiving Party will return or destroy all materials containing Confidential Information.
6. No License
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, or other intellectual property rights of the Disclosing Party.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
.
Disclosing Party (Startup) Signature:
Name:
Title:
Date:
Receiving Party (Investor) Signature:
Name:
Title:
Date: