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Non-Disclosure Agreement (NDA) for a Startup Seeking Investment

Introduction
Definitions
Confidential Information
Obligations of the Receiving Party
Exclusions from Confidential Information
Term and Termination
Return of Materials
No License
Remedies
Miscellaneous
Governing Law
Signatures

1. Introduction

This Non-Disclosure Agreement (the "Agreement") is entered into as of [Date], by and between [Startup Name], a company incorporated under the laws of Kenya, with its principal place of business at [Startup Address] (the "Disclosing Party"), and [Investor Name], an individual/corporation with its principal place of business at [Investor Address] (the "Receiving Party").

The Disclosing Party intends to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party for the purpose of evaluating a potential business relationship and investment (the "Purpose"). The parties agree to enter into this Agreement to protect the confidentiality of the Confidential Information in accordance with the terms set forth below.

2. Definitions

For the purposes of this Agreement:

"Confidential Information" means all information, whether written, oral, or in any other form, that is disclosed by the Disclosing Party to the Receiving Party and is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
"Disclosing Party" means [Startup Name].
"Receiving Party" means [Investor Name].
"Purpose" means the evaluation of a potential business relationship and investment.

3. Confidential Information

The Confidential Information includes, but is not limited to:

Business plans, strategies, and projections
Financial information and projections
Marketing strategies and plans
Customer lists and contact information
Product designs, specifications, and prototypes
Trade secrets and proprietary information
Any other information that is designated as confidential by the Disclosing Party

4. Obligations of the Receiving Party

The Receiving Party agrees to:

Use the Confidential Information solely for the Purpose
Keep the Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party
Take all reasonable measures to protect the confidentiality of the Confidential Information, which measures shall be at least as protective as those the Receiving Party uses to protect its own confidential information
Not use the Confidential Information for any purpose other than the Purpose

5. Exclusions from Confidential Information

The obligations of the Receiving Party under this Agreement shall not apply to any information that:

Is or becomes publicly available without breach of this Agreement by the Receiving Party
Was known to the Receiving Party prior to disclosure by the Disclosing Party
Is received from a third party without breach of any obligation of confidentiality
Is independently developed by the Receiving Party without use of or reference to the Confidential Information

6. Term and Termination

This Agreement shall commence on the date first written above and shall continue in effect until terminated by either party upon thirty (30) days written notice to the other party. The obligations of confidentiality shall survive the termination of this Agreement for a period of five (5) years.

7. Return of Materials

Upon termination of this Agreement, or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including any copies thereof, and certify in writing that it has done so.

8. No License

Nothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, to any of the Disclosing Party's Confidential Information, except as expressly set forth herein.

9. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would not be an adequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, in the event of any breach or threatened breach of this Agreement.

10. Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.
Amendments: Any amendments or modifications to this Agreement must be in writing and signed by both parties.
Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver: No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Kenya, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.

12. Signatures

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

[Startup Name]

By: ___________________________

Name: [Name]

Title: [Title]

Date: [Date]

[Investor Name]