Non-Disclosure Agreement
Secure your firm with an Ohio-compliant NDA. Protect AUM data, client risk tolerances, and proprietary portfolio strategies while meeting SEC and FINRA standards.
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As an Independent Financial Advisor reaching beyond $100M in AUM or operating as a state-registered RIA in Ohio, your client lists and investment strategies are your most valuable assets. Protecting... Read more
As an Independent Financial Advisor reaching beyond $100M in AUM or operating as a state-registered RIA in Ohio, your client lists and investment strategies are your most valuable assets. Protecting these requires more than a generic template; you need a document that recognizes fiduciary duty clauses, Ohio Rev. Code § 1335.05 Statute of Frauds requirements, and the nuances of the Ohio Consumer Sales Practices Act. This NDA is designed to mitigate fiduciary liability and E&O claims by establishing clear boundaries for confidential information, ensuring that your risk disclosures and portfolio allocations remain proprietary during partner negotiations or staff onboarding.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Independent Financial Advisor:
The core legal purpose of a Non-Disclosure Agreement (NDA) is to establish a legal framework to protect confidential and proprietary information shared between parties. It restricts the unauthorized disclosure or use of such information, thereby enabling parties to collaborate, negotiate, or explore business opportunities while safeguarding sensitive information.
Fiduciary Liability for Breach of Duty
Inclusion of detailed fiduciary responsibility clauses in contracts, comprehensive disclosure documents for clients, and maintaining up-to-date compliance procedures.
Investment Losses
Clear risk disclosures, precise portfolio strategies aligned with disclosed risk tolerance, and inclusion of indemnification clauses where allowable.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Under Ohio Rev. Code § 1335.15, employment-related agreements lasting more than one year must be in writing. Furthermore, Ohio’s unique prohibition on the retrospective application of laws (Article II, Section 28) and specific 'business judgment rule' protections mean your NDA must be precisely drafted to remain enforceable during litigation. Our document includes required Ohio-specific jurisdiction and governing law clauses to address these local complexities.
Yes. This agreement is designed with the Investment Advisers Act of 1940 and FINRA standards in mind. It includes 'Permitted Disclosures' clauses that allow for regulatory audits or legal subpoenas without breaching the agreement, ensuring you remain compliant while protecting your proprietary firm data and trade secrets.
While the NDA protects static information like client names and AUM data, it must not overlap with your fiduciary duty to act in the client's best interest. This document includes a 'Definition of Confidential Information' that specifically excludes high-level investment principles while protecting the specific portfolio strategies and risk tolerance profiles that define your competitive edge.
The agreement includes structured 'Remedies for Breach' and 'Indemnification' language. While an NDA primarily protects information, we integrate language that clarifies that the disclosure of information does not constitute investment advice, helping to mitigate Errors and Omissions (E&O) risks and clarify the scope of services provided during the disclosure period.
State laws affect what must be in this document. Pick your jurisdiction.
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