NDA For Due Diligence

NDA For Due Diligence for the United Kingdom

NDA For Due Diligence Template for England and Wales

A Non-Disclosure Agreement for Due Diligence is a legally binding document governed by the laws of England and Wales, designed to protect confidential information shared during a detailed investigation or review process. It establishes the terms under which sensitive business, financial, or technical information can be disclosed, used, and must be protected by the receiving party. The agreement typically includes provisions for data protection, information handling, and consequences of breach under English law.

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What is a NDA For Due Diligence?

An NDA for Due Diligence is essential when one party needs to share sensitive business information with another party for evaluation purposes, typically in connection with a potential transaction or investment. This document, governed by English and Welsh law, creates a framework for secure information sharing while maintaining confidentiality. It's particularly crucial in M&A transactions, investments, or strategic partnerships where detailed company information needs to be reviewed. The agreement defines what constitutes confidential information, permitted uses, security requirements, and obligations of all parties involved.

What sections should be included in a NDA For Due Diligence?

1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company numbers

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

3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Permitted Recipients'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information can be shared

6. Return or Destruction of Information: Obligations regarding handling of information after completion/termination

7. Duration: Term of confidentiality obligations

8. Governing Law and Jurisdiction: Specification of English and Welsh law and courts

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

1. Data Protection: Additional provisions for GDPR compliance when personal data is involved in the due diligence process

2. Inside Information: Special provisions for handling market-sensitive information when listed companies are involved

3. Non-Solicitation: Restrictions on approaching employees or customers when human resource or customer information is shared

4. Standstill Provisions: Restrictions on share dealings for public company transactions

What schedules should be included in a NDA For Due Diligence?

1. Description of Purpose: Detailed description of the permitted purpose for information use

2. Categories of Confidential Information: Specific types of information covered by the agreement

3. Authorized Representatives: List of individuals/roles permitted to access the information

4. Security Requirements: Specific security measures required for information protection

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Corporate/M&A
Private Equity
Real Estate
Technology
Financial Services

Relevant Teams

Legal
Finance
Corporate Development
Compliance
Information Security

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
M&A Director

Industries

Data Protection Act 2018: UK's implementation of GDPR, governing the processing and protection of personal data in the context of confidential information sharing during due diligence

Trade Secrets Regulations 2018: Legislation protecting trade secrets and providing remedies for their unlawful acquisition, use or disclosure during due diligence processes

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, relevant for determining scope of confidentiality obligations

Misuse of Private Information: Common law tort protecting against misuse of private information, providing additional protection beyond contractual obligations

Law of Confidence: Common law principle protecting confidential information and imposing obligations on recipients of such information

Breach of Contract Principles: Common law principles governing remedies and enforcement of contractual obligations in case of breach

Equitable Principles: Legal principles providing additional protection for confidential information based on equity and fairness

FCA Regulations: Financial Conduct Authority regulations governing handling of sensitive financial information during due diligence

Competition Law: Legal framework ensuring that information sharing during due diligence does not breach competition regulations

Market Abuse Regulations: Rules governing handling of price-sensitive information, particularly relevant for listed companies

Sector-Specific Regulations: Industry-specific regulatory requirements that may affect confidentiality obligations (e.g., healthcare, financial services)

Professional Codes of Conduct: Professional standards and requirements that may impose additional obligations on handling confidential information

EU GDPR: European Union data protection regulations that may apply if EU data subjects are involved in the due diligence process

International Data Transfer Provisions: Rules governing the international transfer of confidential data, including requirements for adequate safeguards

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Vendor Non Disclosure Agreement

An England & Wales legal document outlining confidentiality obligations between companies and external vendors.

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What is a NDA For Due Diligence?

What sections should be included in a NDA For Due Diligence?

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

What schedules should be included in a NDA For Due Diligence?

Authors

Alex Denne

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