A Due Diligence NDA is essential when one party needs to share sensitive business information with another for evaluation purposes, typically in context of a potential transaction, investment, or strategic partnership. This agreement, governed by English and Welsh law, establishes clear parameters for handling confidential information, including financial data, customer information, trade secrets, and intellectual property. It defines permitted uses, recipients, and security measures while providing legal remedies if breached.
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1. Parties: Details of the disclosing and receiving parties including full legal names, registration numbers and registered addresses
2. Background: Purpose of the NDA and context of the due diligence exercise being undertaken
3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, Group Companies and other relevant defined terms
4. Confidentiality Obligations: Core obligations regarding use, protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances where disclosure is allowed including to professional advisers and as required by law
6. Return of Information: Obligations regarding return or destruction of confidential information upon request or termination
7. Duration: Term of confidentiality obligations and survival of obligations post-termination
8. Governing Law and Jurisdiction: Specification of English and Welsh law and submission to jurisdiction of English courts
1. Data Protection: Specific provisions for handling personal data in compliance with UK GDPR and Data Protection Act 2018
2. Non-Solicitation: Restrictions on soliciting or hiring employees, or approaching customers/suppliers, during the due diligence process
3. Standstill Provisions: Restrictions on share dealings during the due diligence period for listed company transactions
4. Clean Team Arrangements: Special handling procedures for commercially sensitive information between competitors
1. Schedule 1 - Permitted Recipients: List of authorized individuals or entities who may access the confidential information
2. Schedule 2 - Information Categories: Detailed categories of confidential information covered by the agreement
3. Schedule 3 - Security Requirements: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Clean Team Members: List of approved clean team members and their roles (if applicable)
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