INVESTOR NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (“Agreement”) is entered into as of {date} (“Effective Date”) by and between:
Silverfox Travel, a Florida limited liability company, with its principal place of business at 10425 Yeager Ave, Hastings, FL 32145 (“Disclosing Party”),
and {name}, representing {companyName15}
with address at {CompanyAddress} (“Receiving Party”).
Disclosing Party and Receiving Party may be referred to collectively as the “Parties” and individually as a “Party.”
1. Purpose
The Receiving Party agrees to receive Confidential Information regarding Silverfox Travel’s business model, investment proposals, marketing strategies, operational methods, and related business opportunities (collectively, “Confidential Information”) solely for the purpose of evaluating a potential investment or business relationship (“Purpose”).
2. Definition of Confidential Information
“Confidential Information” includes all non-public, proprietary, or sensitive information disclosed by the Disclosing Party, whether written, oral, digital, or in any other form, including but not limited to:
Business and financial plans, projections, and analyses;
Marketing, sales, and lead generation strategies;
Product, service, and operational methodologies;
Investor presentations, proposals, and related documents;
Client lists, supplier information, and partnership opportunities;
Any information marked as confidential or reasonably understood to be confidential.
3. Obligations of Receiving Party
The Receiving Party agrees to:
a) Maintain the confidentiality of all Confidential Information;
b) Use Confidential Information solely for the Purpose;
c) Limit disclosure to employees, agents, or advisors with a strict need-to-know who are bound by obligations of confidentiality no less restrictive than those in this Agreement;
d) Take all reasonable measures to protect Confidential Information from unauthorized use or disclosure, at least equivalent to those taken for its own confidential information.
4. Exclusions
Confidential Information does not include information that:
a) Is or becomes publicly available without breach of this Agreement;
b) Is received from a third party without restriction;
c) Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information;
d) Is required to be disclosed by law, court order, or regulation, provided the Disclosing Party is notified promptly and cooperates to limit disclosure.
5. Non-Circumvention
The Receiving Party agrees not to use Confidential Information to directly or indirectly circumvent Silverfox Travel, its principals, or its affiliates in any investment, partnership, or business opportunity introduced by the Disclosing Party, for a period of three (3) years from the Effective Date.
6. Non-Solicitation
For a period of three (3) years from the Effective Date, the Receiving Party shall not solicit or attempt to solicit employees, contractors, partners, or clients of the Disclosing Party for employment, services, or business opportunities without prior written consent.
7. Term
This Agreement shall remain in effect for three (3) years from the Effective Date or until the Confidential Information no longer qualifies as confidential, whichever occurs first.
8. Return or Destruction of Materials
Upon written request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including all copies, summaries, or derivations thereof.
9. Remedies
The Receiving Party acknowledges that disclosure or misuse of Confidential Information may cause irreparable harm. The Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, in addition to any other remedies available at law or equity.
10. No License or Obligation
Nothing in this Agreement grants the Receiving Party any rights to the Confidential Information or obligates the Parties to enter into any business transaction.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles.
12. Miscellaneous
a) This Agreement constitutes the entire understanding between the Parties regarding Confidential Information;
b) Amendments must be in writing and signed by both Parties;
c) If any provision is deemed invalid, the remaining provisions shall remain in full force;
d) This Agreement may be executed in counterparts, including electronic copies.
IN WITNESS WHEREOF, the Parties have executed this Investor Non-Disclosure Agreement as of the Effective Date.
