The Data Room Confidentiality Agreement is a crucial document used in business transactions where sensitive information needs to be shared in a controlled environment. Under Belgian law, this agreement combines elements of data protection, corporate law, and confidentiality obligations to create a secure framework for information sharing. It is particularly relevant in M&A transactions, due diligence processes, corporate restructuring, or significant business partnerships where one party needs to disclose sensitive business, financial, or operational information to potential partners or buyers. The agreement ensures compliance with both EU-wide regulations (such as GDPR) and specific Belgian legal requirements, while providing robust protection for confidential information and establishing clear protocols for data room access and use.
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1. Parties: Identification of the disclosing party (data room provider) and receiving party (data room user), including full legal names and registered addresses
2. Background: Context of the data room setup, purpose of sharing information, and general framework of the proposed transaction or relationship
3. Definitions: Key terms including 'Confidential Information', 'Data Room', 'Authorized Users', 'Purpose', and other relevant definitions
4. Purpose and Scope: Specific permitted use of the confidential information and scope of access to the data room
5. Confidentiality Obligations: Core obligations regarding non-disclosure, protection of information, and permitted uses of confidential information
6. Data Room Access and Security: Rules and procedures for accessing and using the data room, including security protocols and user authentication
7. Duration of Access: Period of data room availability and terms for extension or early termination of access
8. Return or Destruction of Information: Obligations regarding the handling of confidential information after data room access ends
9. Data Protection and GDPR Compliance: Specific provisions ensuring compliance with GDPR and Belgian data protection laws
10. Breach and Remedies: Consequences of breach, including injunctive relief and damages
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Clean Team Arrangements: Used when certain highly sensitive information requires restricted access to specific individuals
2. Competitive Safeguards: Required when the receiving party is a competitor, including specific restrictions on use of competitively sensitive information
3. M&A Process Provisions: Specific provisions related to M&A transactions, including non-solicitation and process rules
4. Intellectual Property Rights: Additional provisions protecting specific IP rights when the data room contains IP-sensitive materials
5. Third Party Rights: Provisions regarding information owned by or relating to third parties
6. Costs and Expenses: Allocation of costs related to data room access and use
7. Anti-Trust Compliance: Required when sharing information between competitors or in regulated industries
1. Authorized Users List: Schedule listing approved individuals who may access the data room, including their roles and access levels
2. Data Room Rules and Procedures: Detailed technical and operational procedures for data room access and use
3. Information Security Requirements: Specific technical and organizational measures required for information protection
4. Categories of Confidential Information: Classification and description of different types of confidential information in the data room
5. Form of Confidentiality Undertaking: Individual undertaking to be signed by each authorized user
6. Data Processing Agreement: If required under GDPR, detailed provisions regarding personal data processing
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