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NDA For Investors
"I need an NDA for Investors to protect confidential information during our Series B funding round starting March 2025, suitable for both Swiss and international venture capital firms, with standard confidentiality provisions and insider trading protections."
1. Parties: Identification of the disclosing party (typically the company) and the receiving party (the potential investor), including full legal names and addresses
2. Background: Context of the potential investment relationship and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Affiliate'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and advisors
7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
8. Duration of Obligations: Term of the agreement and survival of confidentiality obligations
9. No Rights or Licenses: Clarification that no intellectual property rights are transferred
10. No Obligation to Proceed: Statement that sharing information does not create obligation to proceed with investment
11. Remedies: Available remedies in case of breach, including injunctive relief
12. Governing Law and Jurisdiction: Specification of Swiss law and jurisdiction for dispute resolution
1. Insider Trading Provisions: Additional provisions specifically addressing insider trading regulations when confidential information may include price-sensitive information
2. Data Protection Compliance: Specific provisions addressing compliance with Swiss data protection laws when personal data is involved
3. Non-Solicitation: Restrictions on soliciting employees or customers, often included for more sensitive investment discussions
4. Standstill Provisions: Restrictions on acquiring company securities outside the contemplated investment process
5. Anti-Trust/Competition: Provisions addressing competition law compliance in information sharing
6. Security Requirements: Specific technical and organizational measures required for protecting confidential information
1. Schedule 1 - Specific Confidential Information: Detailed list of specific documents, data, or information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Appendix A - Form of Representative Undertaking: Template for confidentiality undertaking to be signed by representatives
5. Appendix B - Data Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Permitted Purpose
Representatives
Affiliate
Group
Insider Information
Investment Opportunity
Permitted Disclosures
Business Day
Confidentiality Period
Disclosing Party
Receiving Party
Evaluation Material
Trade Secrets
Related Persons
Securities
Authorized Recipients
Competitive Business
Control
Data Protection Laws
Discussions
Due Diligence Information
Financial Information
Intellectual Property Rights
Material Non-Public Information
Personal Data
Project
Restricted Period
Third Party
Permitted Use
Non-Disclosure
Information Protection
Return of Information
Permitted Disclosures
Term and Termination
Remedies
Governing Law
Jurisdiction
No Commitment
Securities Laws Compliance
Insider Trading
Data Protection
Representatives' Obligations
Notice Requirements
Severability
Assignment
Entire Agreement
Amendments
Non-Solicitation
No License
Survival
Force Majeure
Third Party Rights
Counterparts
Technology
Biotechnology
Financial Services
Healthcare
Manufacturing
Real Estate
Renewable Energy
Software
Pharmaceuticals
Industrial Technology
E-commerce
Telecommunications
Clean Technology
Life Sciences
Consumer Goods
Legal
Finance
Corporate Development
Investor Relations
Executive Leadership
Compliance
Business Development
Administrative
Risk Management
Treasury
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Investment Director
Corporate Development Manager
Legal Counsel
Investment Manager
Due Diligence Officer
Compliance Officer
Business Development Director
Financial Controller
Company Secretary
Head of Investor Relations
Investment Analyst
Private Equity Associate
Venture Capital Associate
M&A Director
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