Investor Non-Disclosure Agreement

A one-way confidentiality agreement for sharing your business plan, financials and data room with a prospective investor.

Editable Word document
11
10pages
Guidance notes included
aml consultancy solutions

Raising investment

Investor Non-Disclosure Agreement

About this document

What it’s for

A one-way NDA under which a prospective investor (an angel, syndicate lead, family office or fund) promises to keep your company’s information confidential and to use it only to evaluate a possible investment. It is drafted to be acceptable to investors, with sensible carve-outs for their other investment activities.

When to use it

  • Before opening a data room or sharing detailed financials, forecasts, customer data or technology
  • When an investor asks for more than the pitch deck
  • For any co-investor or adviser the lead investor wants to bring in

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. Confidentiality undertakings
  3. Permitted disclosure
  4. Information that is not confidential
  5. Non-solicitation
  6. No offer and investor status
  7. Data protection
  8. Return and destruction
  9. Ownership, no warranty and no obligation
  10. Duration
  11. Remedies
  12. Notices
  13. General
  14. Governing law and jurisdiction

Also included

  • Part A – Contact details for notices and requests
  • Part B – Investor Representatives who will access Confidential Information
  • Part C – Data room rules

How to complete it

  • Complete the parties, the Proposed Investment and the duration (clause 10)
  • Decide whether to keep the non-solicitation clause (clause 5)
  • Fill in Schedule 1 – contacts and data room rules
  • Have it signed before any confidential information is sent

Key points to check

  • Many professional investors will not sign NDAs at the early pitch stage – keep the pitch deck non-confidential and use this NDA for due diligence
  • Your pitch materials are financial promotions – read the guidance in clause 6

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Raising investment

£20

for every document in this category

Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

Download and keep

Get the packSee every document in this pack →

Need more than one category?

Documents All-Access gives you every category for 12 months for £295.

Compare options →

Need it tailored?

We can adapt any template to your business, or write a document from scratch.

Talk to us →