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Non Disclosure Agreement Due Diligence Template for Austria

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Key Requirements PROMPT example:

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."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































Clauses






























Relevant Industries

Banking & Finance

Manufacturing

Technology

Real Estate

Healthcare

Energy

Telecommunications

Professional Services

Retail

Insurance

Automotive

Pharmaceuticals

Construction

Media & Entertainment

Transportation & Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Executive Leadership

Business Development

Data Protection

Investment

Treasury

Corporate Secretariat

Information Security

Strategy

Relevant Roles

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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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