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Non-Disclosure Agreement

Introduction
Definitions
Confidential Information
Obligations of the Receiving Party
Exceptions to Confidentiality
Return of Confidential Information
Remedies
Term and Termination
Governing Law and Jurisdiction
Entire Agreement
Notices
Severability
Waiver
Binding Effect

Introduction

This Non-Disclosure Agreement ("Agreement") is made and entered into as of [DATE] by and between [STARTUP NAME], a [STATE] [ENTITY TYPE] ("Disclosing Party"), and [INVESTOR NAME], a [STATE] [ENTITY TYPE] ("Receiving Party").

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other means, that is designated as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential. Confidential Information includes, but is not limited to, the following:
- The Disclosing Party's business plan, financial statements, marketing plans, technology, inventions, trade secrets, customer lists, and other proprietary information.
- Information relating to the Disclosing Party's operations, including its products, services, customers, suppliers, employees, and finances.
- Information relating to the Disclosing Party's negotiations with third parties, including potential investors, customers, and partners.
"Receiving Party" means the Investor Name and its employees, agents, representatives, and advisors who have access to Confidential Information.
"Disclosing Party" means the Startup Name and its employees, agents, representatives, and advisors who have access to Confidential Information.

Confidential Information

The Disclosing Party agrees to disclose to the Receiving Party certain Confidential Information for the purpose of [STATE PURPOSE OF DISCLOSURE]. The Receiving Party acknowledges that the Confidential Information is valuable and proprietary to the Disclosing Party and that the unauthorized disclosure or use of such information could cause irreparable harm to the Disclosing Party.

Obligations of the Receiving Party

The Receiving Party agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information only for the purpose of [STATE PURPOSE OF DISCLOSURE] and shall not use it for any other purpose.

The Receiving Party shall take all reasonable precautions to protect the confidentiality of the Confidential Information, including, but not limited to, the following:

Confidentiality Agreement: The Receiving Party shall require all of its employees, agents, representatives, and advisors who have access to the Confidential Information to sign a confidentiality agreement that is substantially similar to this Agreement.
Security Measures: The Receiving Party shall implement reasonable security measures to protect the Confidential Information from unauthorized access, use, disclosure, or destruction.
Limited Access: The Receiving Party shall limit access to the Confidential Information to those individuals who have a need to know such information in connection with the purpose of [STATE PURPOSE OF DISCLOSURE].

Exceptions to Confidentiality

The Receiving Party shall not be obligated to maintain the confidentiality of any Confidential Information that:

Publicly Known: Is or becomes publicly known through no fault of the Receiving Party.
Previously Received: Was rightfully in the Receiving Party's possession prior to the disclosure by the Disclosing Party.
Independently Developed: Was independently developed by the Receiving Party without the use of the Confidential Information.
Legally Required: The Receiving Party is required to disclose by law or by order of a court or other governmental agency.

Return of Confidential Information

Upon the request of the Disclosing Party, the Receiving Party shall promptly return all Confidential Information in its possession or control, including all copies thereof.

Remedies

The Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent the unauthorized disclosure or use of the Confidential Information. The Receiving Party acknowledges that monetary damages may not be an adequate remedy for the unauthorized disclosure or use of the Confidential Information.

Term and Termination

This Agreement shall remain in effect for a period of [NUMBER] years from the date hereof. This Agreement may be terminated by either party upon [NUMBER] days' written notice to the other party.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Disclosing Party:

[STARTUP NAME] [ADDRESS]

If to the Receiving Party:

[INVESTOR NAME] [ADDRESS]

Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought.

Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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

[STARTUP NAME]

By: [NAME]

Title: [TITLE]

[INVESTOR NAME]