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Non Disclosure Agreement Due Diligence
"I need a Non Disclosure Agreement Due Diligence for a potential acquisition of an Austrian software company, with specific provisions for source code review and GDPR compliance, to be completed by March 2025."
1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses
2. Background: Context of the due diligence process and purpose of the NDA
3. Definitions: Definitions of key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Due Diligence Materials'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context
5. Permitted Use and Disclosure: Specific purposes for which confidential information may be used and conditions for disclosure to representatives
6. Obligations of Receiving Party: Core confidentiality obligations, security measures, and standard of care required
7. Data Protection and GDPR Compliance: Specific provisions addressing handling of personal data and GDPR requirements
8. Return or Destruction of Confidential Information: Procedures for handling confidential information after due diligence completion
9. Duration of Obligations: Term of the agreement and survival of confidentiality obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices
1. Residual Information: Provisions addressing use of general knowledge retained in memory, used when receiving party needs flexibility
2. Non-Solicitation: Restrictions on soliciting employees or customers, included when business relationship risks exist
3. Reverse Engineering Prohibition: Specific prohibition on reverse engineering, used when technical information is involved
4. Securities Laws Compliance: Provisions addressing insider trading concerns, used when listed companies are involved
5. Clean Team Arrangements: Special provisions for handling particularly sensitive competitive information, used in competitor due diligence
6. Third Party Information: Specific provisions for handling information owned by third parties, used when third party data is involved
7. Export Control: Provisions addressing export control regulations, used when international transfer of technical data is involved
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule 2 - Security Protocols: Specific security measures and protocols for handling confidential information
3. Schedule 3 - Data Room Rules: Rules and procedures for accessing and using virtual or physical data rooms
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives
5. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Banking & Finance
Manufacturing
Technology
Real Estate
Healthcare
Energy
Telecommunications
Professional Services
Retail
Insurance
Automotive
Pharmaceuticals
Construction
Media & Entertainment
Transportation & Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Business Development
Data Protection
Investment
Treasury
Corporate Secretariat
Information Security
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Manager
Investment Director
Due Diligence Manager
Mergers & Acquisitions Director
Legal Counsel
Compliance Officer
Data Protection Officer
Investment Analyst
Corporate Secretary
Business Development Director
Risk Manager
Finance Director
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