The Data Room Confidentiality Agreement is a critical document used in Australian business transactions where sensitive commercial information needs to be shared in a controlled environment. It is commonly utilized during due diligence processes, mergers and acquisitions, corporate sales, and investment transactions. The agreement establishes the framework for accessing and protecting confidential information shared through a data room, whether physical or virtual, while ensuring compliance with Australian privacy laws, corporations law, and common law principles of confidentiality. This document is essential for protecting the disclosing party's sensitive information while providing necessary access to potential transaction partners, advisors, or investors under strictly controlled conditions.
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1. Parties: Identification of the disclosing party (data room provider) and receiving party (data room user)
2. Background: Context of the data room setup, purpose of sharing confidential information, and nature of the proposed transaction
3. Definitions: Key terms including Confidential Information, Authorized Purpose, Authorized Users, Data Room, and Related Entities
4. Access to Data Room: Terms and conditions for accessing and using the data room, including security protocols and access credentials
5. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information
6. Permitted Use and Disclosure: Specified purposes for which confidential information may be used and circumstances under which disclosure is permitted
7. Security Measures: Required security protocols and measures to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after access period ends
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. Term and Termination: Duration of obligations and circumstances for termination of access
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Multiple Party Provisions: Additional provisions for scenarios involving multiple receiving parties or consortium arrangements
2. Virtual Data Room Specific Terms: Technical requirements and specific terms for virtual data room access and usage
3. Clean Team Arrangements: Specific provisions for designated clean team members in competitive situations
4. Insider Trading Provisions: Additional provisions when listed company information may be involved
5. Third Party Information: Specific provisions regarding information owned by or relating to third parties
6. Intellectual Property Rights: Specific provisions protecting IP rights in the disclosed information
7. Competition Law Compliance: Specific provisions ensuring compliance with competition laws when sharing commercially sensitive information
1. Schedule 1 - Authorized Users: List of individuals authorized to access the data room and their access levels
2. Schedule 2 - Data Room Rules: Specific rules and protocols for data room access and use
3. Schedule 3 - Security Protocols: Detailed security requirements and procedures
4. Schedule 4 - Access Request Form: Template form for requesting access for additional users
5. Schedule 5 - Confidentiality Undertaking: Form of confidentiality undertaking for individual users to sign
6. Appendix A - Categories of Confidential Information: Detailed list or categories of information deemed confidential
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