This Non Disclosure Agreement Due Diligence template is designed for use in Austrian business transactions where parties need to exchange sensitive information during a due diligence process. It is particularly relevant for mergers, acquisitions, investments, or significant business transactions where one party needs to examine confidential aspects of another party's business. The document complies with Austrian civil and commercial law requirements, including the Austrian Trade Secrets Act (Gesch盲ftsgeheimnis-Gesetz), while also addressing EU GDPR requirements for personal data protection. It includes provisions for both physical and digital information sharing, data room access, and handling of sensitive business information. The agreement is structured to protect disclosing parties while providing receiving parties with necessary access to conduct proper due diligence investigations.
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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
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