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Due Diligence NDA for the United Kingdom

Due Diligence NDA Template for England and Wales

A Due Diligence NDA is a legally binding agreement under English and Welsh law that protects confidential information shared during a due diligence process. It establishes obligations for handling sensitive business information, trade secrets, and intellectual property, while enabling necessary disclosure for business evaluation purposes. The agreement typically includes provisions for data protection, permitted uses, return of information, and remedies for breach, all governed by English and Welsh law principles.

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Due Diligence NDA

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What is a Due Diligence NDA?

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.

What sections should be included in a Due Diligence NDA?

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

What sections are optional to include in a Due Diligence NDA?

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

What schedules should be included in a Due Diligence NDA?

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)

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

Jurisdiction

England and Wales

Cost

Free to use
Relevant legal definitions






















Clauses
























Industries

Contract Law - Common Law Principles: Fundamental principles governing contract formation, offer, acceptance, consideration, and intention to create legal relations under English common law

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract and affecting confidentiality obligations extending to third parties

Misrepresentation Act 1967: Law dealing with false statements made during contract negotiations which could affect disclosure of information during due diligence

UK General Data Protection Regulation (UK GDPR): Post-Brexit data protection regulation governing the processing and transfer of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR to regulate personal data handling

Privacy and Electronic Communications Regulations (PECR): Specific rules for electronic communications, relevant for electronic sharing of due diligence information

Trade Secrets (Enforcement, etc.) Regulations 2018: Legislation protecting confidential business information that provides competitive advantage

Copyright, Designs and Patents Act 1988: Protection of intellectual property rights that may be disclosed during due diligence

Trade Marks Act 1994: Protection of trade marks and related IP that might be disclosed during due diligence process

Patents Act 1977: Protection of patent rights that might be disclosed during due diligence process

Competition Act 1998: Regulations preventing anti-competitive practices, relevant when sharing commercially sensitive information

Enterprise Act 2002: Framework for merger control and market investigations, relevant for due diligence in M&A contexts

Employment Rights Act 1996: Protection of employee rights and data that might be disclosed during due diligence

Equality Act 2010: Protection against discrimination and handling of sensitive personal information in employment contexts

Financial Services and Markets Act 2000: Regulation of financial services sector and handling of financial information during due diligence

Electronic Communications Act 2000: Legal framework for electronic signatures and electronic document transmission

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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