NDA example · Startups and venture capital
A 5-page mutual NDA for startup due diligence: purpose, data room phases, a clean team for sensitive data, no obligation to invest and no hiring.
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Mutual non-disclosure agreement
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At a glance
NDA
Startups and venture capital
5
This example is a mutual non-disclosure agreement between a robotics startup and the venture arm of an industrial company that is considering leading its Series A. Both sides share confidential information, from financials and the cap table to technical designs, and the agreement makes clear that the fact of the talks is itself confidential.
Investment talks with a strategic investor need more care than a standard NDA, because the investor's parent company may sell to the same customers. So this agreement shares information in two phases, keeps customer contracts and pricing to a named clean team, and never shares source code. It also says that nobody is obliged to invest, bars hiring each other's staff for a year, and covers return of information and backups, all alongside a due diligence plan with target dates.
Startup founders, corporate venture teams and angel or venture investors who exchange confidential information during due diligence.
Inside and how to use it
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