## Non-Disclosure Agreement

### Table of Contents

1. Introduction
2. Definitions
3. Confidential Information
4. Obligations of the Receiving Party
5. Exceptions to Confidentiality
6. Return of Confidential Information
7. Remedies
8. Term and Termination
9. Governing Law and Jurisdiction
10. Entire Agreement
11. Notices
12. Severability
13. Waiver
14. 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]**

By: [NAME]

Title: [TITLE]

**Sources:**

* **The Constitution of Kenya, 2010**
* **The Companies Act, 2015**
* **The Data Protection Act, 2019**
* **The Intellectual Property Act, 2001**
* **The Law of Contract Act, 2015**

**Note:** This is a sample Non-Disclosure Agreement and may not be suitable for all situations. It is recommended that you consult with an attorney to ensure that the Agreement is appropriate for your specific needs.


## Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date] by and between [Startup Name], a [State] [Type of Entity] with its principal place of business at [Startup Address] (the "Disclosing Party"), and [Investor Name], a [State] [Type of Entity] with its principal place of business at [Investor Address] (the "Receiving Party").

### 1.  Introduction

1.1. The Disclosing Party is developing a new [Startup Business] (the "Technology"). The Disclosing Party desires to disclose certain confidential information relating to the Technology to the Receiving Party for the purpose of exploring a potential investment in the Disclosing Party (the "Purpose").

1.2. The Receiving Party desires to receive such confidential information from the Disclosing Party for the Purpose.

1.3. The parties agree that the confidential information disclosed by the Disclosing Party to the Receiving Party shall be held in confidence and shall not be disclosed to any third party without the prior written consent of the Disclosing Party.

### 2.  Definitions

2.1. "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 Technology;
*   The Disclosing Party's business plans, financial information, marketing strategies, and customer lists;
*   The Disclosing Party's intellectual property, including patents, trademarks, copyrights, and trade secrets;
*   The Disclosing Party's employees, customers, and suppliers; and
*   Any other information that the Disclosing Party designates as confidential or that the Receiving Party knows or should know is confidential.

2.2. "Disclosure" means any communication or transfer of Confidential Information, whether oral, written, or by any other means.

2.3. "Third Party" means any person or entity other than the Disclosing Party and the Receiving Party.

### 3.  Obligations of the Receiving Party

3.1. The Receiving Party agrees to hold all Confidential Information in strict confidence and not to disclose it to any Third Party without the prior written consent of the Disclosing Party.

3.2. The Receiving Party agrees to use the Confidential Information only for the Purpose and not for any other purpose.

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

*   Storing the Confidential Information in a secure location;
*   Limiting access to the Confidential Information to authorized personnel;
*   Using appropriate security measures to prevent unauthorized access to the Confidential Information; and
*   Taking all reasonable steps to prevent the unauthorized disclosure of the Confidential Information.

3.4. The Receiving Party agrees to return all Confidential Information to the Disclosing Party upon the Disclosing Party's request or upon the termination of this Agreement, whichever occurs first.

3.5. The Receiving Party agrees to notify the Disclosing Party immediately if it becomes aware of any unauthorized disclosure of the Confidential Information.

### 4.  Exceptions

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

*   Is already in the Receiving Party's possession prior to the Disclosure;
*   Is or becomes publicly known through no fault of the Receiving Party;
*   Is rightfully received by the Receiving Party from a Third Party without any obligation of confidentiality;
*   Is independently developed by the Receiving Party without the use of the Confidential Information; or
*   Is required to be disclosed by law or by a court order.

### 5.  Term and Termination

5.1. This Agreement shall commence on the date first written above and shall continue for a period of [Number] years from the date of the Disclosure (the "Term").

5.2. This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

5.3. This Agreement shall automatically terminate upon the occurrence of any of the following events:

*   The Disclosing Party's receipt of a binding investment commitment from the Receiving Party;
*   The Disclosing Party's receipt of a binding investment commitment from a Third Party; or
*   The Disclosing Party's decision not to pursue an investment from the Receiving Party.

5.4. Upon the termination of this Agreement, the Receiving Party shall immediately cease all use of the Confidential Information and shall return all Confidential Information to the Disclosing Party.

### 6.  Remedies

6.1. The Disclosing Party shall be entitled to seek injunctive relief to prevent the unauthorized disclosure or use of the Confidential Information.

6.2. The Disclosing Party shall also be entitled to seek monetary damages for any breach of this Agreement.

### 7.  Governing Law

7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

### 8.  Notices

8.1. 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]
[Startup Address]

If to the Receiving Party:

[Investor Name]
[Investor Address]

or to such other address as either party may designate in writing from time to time.

### 9.  Entire Agreement

9.1. 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.

### 10.  Severability

10.1. 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.

### 11.  Waiver

11.1. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

### 12.  Binding Effect

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

### 13.  Counterparts

13.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

**[Disclosing Party Signature]**

**[Disclosing Party Name]**

**[Disclosing Party Title]**

**[Receiving Party Signature]**

**[Receiving Party Name]**

**[Receiving Party Title]**

### Table of Contents

1.  Introduction
2.  Definitions
3.  Obligations of the Receiving Party
4.  Exceptions
5.  Term and Termination
6.  Remedies
7.  Governing Law
8.  Notices
9.  Entire Agreement
10. Severability
11. Waiver
12. Binding Effect
13. Counterparts

### TLDR

This Non-Disclosure Agreement is a legally binding contract between a startup seeking investment and an investor. It outlines the confidential information that will be shared between the parties and the obligations of the Receiving Party to keep that information confidential.

### Sources

- [NDA Template](https://www.kenyanlaw.com/post/non-disclosure-agreement)
- [Non-Disclosure Agreements in Kenya](https://swkadvocates.com/non-disclosure-agreements-in-kenya/)
- [Free NDA Template for Startups](https://legalnodes.com/template/non-disclosure-agreement)

### Case Laws

There are no specific case laws directly related to Non-Disclosure Agreements in Kenya. However, the principles of confidentiality and breach of contract are well-established in Kenyan law.

*   **The case of **_**Karanja v. The Standard Ltd_** (2003) eKLR** is a landmark case that established the principle of confidentiality in Kenya. The court held that a newspaper publisher had a duty to protect the confidentiality of information that was provided to it in confidence.
*   **The case of **_**Kenya Commercial Bank Ltd v. Trust Bank Ltd_** (2004) eKLR** is a case that dealt with the issue of breach of contract. The court held that a party that breaches a contract is liable to pay damages to the other party.

These cases demonstrate the importance of confidentiality and the legal consequences of breaching a contract in Kenya.

***

## Sample Non-Disclosure Agreement

***

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date] by and between [Startup Name], a [State] [Type of Entity] with its principal place of business at [Startup Address] (the "Disclosing Party"), and [Investor Name], a [State] [Type of Entity] with its principal place of business at [Investor Address] (the "Receiving Party").

### 1.  Introduction

1.1. The Disclosing Party is developing a new [Startup Business] (the "Technology"). The Disclosing Party desires to disclose certain confidential information relating to the Technology to the Receiving Party for the purpose of exploring a potential investment in the Disclosing Party (the "Purpose").

1.2. The Receiving Party desires to receive such confidential information from the Disclosing Party for the Purpose.

1.3. The parties agree that the confidential information disclosed by the Disclosing Party to the Receiving Party shall be held in confidence and shall not be disclosed to any third party without the prior written consent of the Disclosing Party.

### 2.  Definitions

2.1. "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 Technology;
*   The Disclosing Party's business plans, financial information, marketing strategies, and customer lists;
*   The Disclosing Party's intellectual property, including patents, trademarks, copyrights, and trade secrets;
*   The Disclosing Party's employees, customers, and suppliers; and
*   Any other information that the Disclosing Party designates as confidential or that the Receiving Party knows or should know is confidential.

2.2. "Disclosure" means any communication or transfer of Confidential Information, whether oral, written, or by any other means.

2.3. "Third Party" means any person or entity other than the Disclosing Party and the Receiving Party.

### 3.  Obligations of the Receiving Party

3.1. The Receiving Party agrees to hold all Confidential Information in strict confidence and not to disclose it to any Third Party without the prior written consent of the Disclosing Party.

3.2. The Receiving Party agrees to use the Confidential Information only for the Purpose and not for any other purpose.

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

*   Storing the Confidential Information in a secure location;
*   Limiting access to the Confidential Information to authorized personnel;
*   Using appropriate security measures to prevent unauthorized access to the Confidential Information; and
*   Taking all reasonable steps to prevent the unauthorized disclosure of the Confidential Information.

3.4. The Receiving Party agrees to return all Confidential Information to the Disclosing Party upon the Disclosing Party's request or upon the termination of this Agreement, whichever occurs first.

3.5. The Receiving Party agrees to notify the Disclosing Party immediately if it becomes aware of any unauthorized disclosure of the Confidential Information.

### 4.  Exceptions

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

*   Is already in the Receiving Party's possession prior to the Disclosure;
*   Is or becomes publicly known through no fault of the Receiving Party;
*   Is rightfully received by the Receiving Party from a Third Party without any obligation of confidentiality;
*   Is independently developed by the Receiving Party without the use of the Confidential Information; or
*   Is required to be disclosed by law or by a court order.

### 5.  Term and Termination

5.1. This Agreement shall commence on the date first written above and shall continue for a period of [Number] years from the date of the Disclosure (the "Term").

5.2. This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

5.3. This Agreement shall automatically terminate upon the occurrence of any of the following events:

*   The Disclosing Party's receipt of a binding investment commitment from the Receiving Party;
*   The Disclosing Party's receipt of a binding investment commitment from a Third Party; or
*   The Disclosing Party's decision not to pursue an investment from the Receiving Party.

5.4. Upon the termination of this Agreement, the Receiving Party shall immediately cease all use of the Confidential Information and shall return all Confidential Information to the Disclosing Party.

### 6.  Remedies

6.1. The Disclosing Party shall be entitled to seek injunctive relief to prevent the unauthorized disclosure or use of the Confidential Information.

6.2. The Disclosing Party shall also be entitled to seek monetary damages for any breach of this Agreement.

### 7.  Governing Law

7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

### 8.  Notices

8.1. 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]
[Startup Address]

If to the Receiving Party:

[Investor Name]
[Investor Address]

or to such other address as either party may designate in writing from time to time.

### 9.  Entire Agreement

9.1. 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.

### 10.  Severability

10.1. 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.

### 11.  Waiver

11.1. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

### 12.  Binding Effect

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

### 13.  Counterparts

13.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

**[Disclosing Party Signature]**

**[Disclosing Party Name]**

**[Disclosing Party Title]**

**[Receiving Party Signature]**

**[Receiving Party Name]**

**[Receiving Party Title]**

***

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

---

#### Table of Contents

1. Introduction
2. Definitions
3. Confidential Information
4. Obligations of the Receiving Party
5. Exclusions from Confidential Information
6. Term and Termination
7. Return of Materials
8. No License
9. Remedies
10. Miscellaneous
11. Governing Law
12. 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]**

By: ___________________________

Name: [Name]

Title: [Title]

Date: [Date]

---

### TLDR

This Non-Disclosure Agreement (NDA) is designed to protect confidential information shared between a startup and an investor during the evaluation of a potential business relationship and investment. It outlines the obligations of the receiving party to maintain confidentiality, the exclusions from confidential information, the term and termination of the agreement, and the remedies available in case of a breach.

---

Sources:
- [Investment: Use of Non-Disclosure Agreements – Legal Insights and ...](https://insights.advocates.ke/investment-use-of-non-disclosure-agreements/)
- [Non-Disclosure Agreements in Kenya - Silvana & Associates Advocates](https://swkadvocates.com/non-disclosure-agreements-in-kenya/)
- [How exactly does a non disclosure agreement protect your business idea ...](https://www.herbusiness.co.ke/using-a-non-disclosure-agreement-to-protect-your-business-idea/)
- [Non Disclosure Agreement - kenyanlaw.com](https://www.kenyanlaw.com/post/non-disclosure-agreement)

Draft a Non-Disclosure Agreement for a startup seeking investment.

Ask a lawyer: Draft a Non-Disclosure Agreement for a startup seeking investment.

Ask a lawyer:
Draft a Non-Disclosure Agreement for a startup seeking investment.