What is a Non-disclosure Letter Agreement with prospective Investor?
A Non-Disclosure Letter Agreement is a one-sided NDA with a prospective investor for protection of the confidential information when sharing sensitive information.
In this letter agreement, only one party (the disclosing party, which is usually the company) agrees to disclose confidential information, while the other party (the receiving party, which is the investor) agrees to keep the information confidential.
A high-quality draft covers, among other things, the following matters:
- Draft this agreement on Company's letterhead
- Recipient information
- Definition of confidential information with carve out for trade secrets and specific information
- Ownership of the confidential information
- Exclusions from the definition, if any
- Obligations of the receiving party with regard to use of confidential information
- Permitted disclosures, if any
- Remedy for breach
- Term / duration of the recipient obligations
- Termination– when the agreement can be terminated and obligation of the parties upon such termination including return of information
- Governing law and jurisdiction details
