The Due Diligence Confidentiality Agreement is essential for protecting sensitive business information during corporate transactions in Hong Kong. It is typically used before commencing detailed due diligence investigations for mergers, acquisitions, investments, or significant commercial transactions. The agreement ensures compliance with Hong Kong's legal framework, including data privacy laws, securities regulations, and common law principles. It establishes clear protocols for accessing, using, and protecting confidential information, managing data room access, and handling sensitive business data. The document addresses both physical and digital information sharing, includes provisions for clean team arrangements when necessary, and provides mechanisms for enforcement under Hong Kong law.
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1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Affiliate'
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 the confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and third parties
7. Information Security Measures: Required security measures for protecting 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: Time period for which confidentiality obligations remain in effect
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Inside Information Provisions: Required for listed companies or regulated entities, addressing handling of price-sensitive information
2. Data Privacy Compliance: Specific provisions for handling personal data under PDPO when personal data will be disclosed
3. Cross-Border Transfers: Required when confidential information will be transferred outside Hong Kong
4. Clean Team Arrangements: Used when competitors are involved to ensure compliance with competition law
5. Specific Industry Requirements: Additional provisions for regulated industries (e.g., financial services, healthcare)
6. Non-Solicitation: Optional restrictions on soliciting employees or customers, if relevant to the transaction
7. Standstill Provisions: For listed companies, restrictions on share dealings during due diligence
8. Reverse Engineering Prohibition: Required when technical or product information is being disclosed
1. Schedule 1 - Authorized Representatives: List of authorized representatives who may access confidential information
2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures
3. Schedule 3 - Data Room Rules: Rules and procedures for accessing and using the due diligence data room
4. Schedule 4 - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives
5. Schedule 5 - Specific Categories of Confidential Information: Detailed list of specific types of confidential information covered
6. Appendix A - Acknowledgment Form: Form for representatives to acknowledge confidentiality obligations
Find the exact document you need
Due Diligence Letter Of Intent
A preliminary document under Hong Kong law that outlines the framework and terms for conducting due diligence in potential business transactions.
Download
Due Diligence Confidentiality Agreement
Hong Kong law-governed confidentiality agreement for protecting sensitive information during due diligence processes.
Download
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