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This Non Disclosure Agreement Due Diligence is essential for corporate transactions under Belgian law where one party needs to examine confidential business information of another party for evaluation purposes. It is typically used in mergers and acquisitions, joint ventures, or significant investment transactions where detailed company information must be shared. The document ensures compliance with Belgian civil law, EU GDPR, and trade secrets protection while facilitating necessary information exchange. It becomes particularly important when dealing with sensitive commercial data, intellectual property, customer information, or financial records. The agreement includes specific provisions for data room management, authorized representatives, and information handling procedures, making it suitable for both virtual and physical due diligence processes.

1. Parties: Identification of the disclosing party and receiving party, including full legal names, registration numbers, and registered addresses

2. Background: Context of the due diligence process and purpose of the NDA

3. Definitions: Definitions of key terms including Confidential Information, Due Diligence Process, Permitted Purpose, Representatives, and Affiliates

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence

5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and third parties

7. Security Measures: Required measures for protecting and securing confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after the due diligence process

9. Duration of Obligations: Term of the agreement and survival of confidentiality obligations

10. General Provisions: Standard provisions including governing law, jurisdiction, entire agreement, and amendments