This NDA for Acquisition is a crucial document used in the initial stages of merger and acquisition discussions in Malaysia, where parties need to exchange sensitive business information for transaction evaluation. The agreement ensures compliance with Malaysian legal requirements while providing comprehensive protection for confidential information shared during due diligence. It incorporates specific provisions addressing local corporate governance requirements, data protection laws, and market practices unique to the Malaysian business environment. The document is typically executed before detailed due diligence begins and remains effective throughout the transaction process, protecting both parties' interests whether or not the acquisition proceeds. It includes specific provisions for information handling, permitted disclosures, and post-discussion obligations, all structured within the Malaysian legal framework.
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1. Parties: Identification of the disclosing party (typically the target company) and receiving party (potential acquirer), including full legal names and registration details
2. Background: Context of the potential acquisition and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Affiliate', and 'Transaction'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the potential acquisition
5. Permitted Disclosures: Circumstances under which confidential information can be shared with representatives, advisors, and other permitted parties
6. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
7. Return or Destruction of Confidential Information: Requirements for handling confidential information if the acquisition does not proceed
8. Non-Solicitation: Restrictions on soliciting or hiring employees of the target company
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Announcements and Publicity: Restrictions on public statements about the potential transaction
11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and choice of courts
12. General Provisions: Standard provisions including severability, amendments, and notices
1. Standstill Provisions: Restrictions on acquiring shares or assets without consent, typically included for public companies or when dealing with competitors
2. Exclusivity: Provisions preventing the target from engaging with other potential buyers, included when parties want to ensure exclusive negotiations
3. Securities Laws Compliance: Special provisions for listed companies regarding insider trading and market disclosure obligations
4. Data Protection Compliance: Specific provisions addressing personal data handling under Malaysian PDPA, needed when personal data will be shared
5. Non-Circumvention: Provisions preventing direct contact with customers, suppliers, or employees, useful when sharing sensitive relationship information
6. Competitive Information Handling: Special procedures for handling competitively sensitive information, needed when parties are competitors
1. Schedule 1: Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2: Information Security Requirements: Specific technical and organizational measures required for protecting confidential information
3. Schedule 3: Excluded Information: List of specific information or categories of information excluded from confidentiality obligations
4. Appendix A: Form of Confidentiality Undertaking: Template confidentiality agreement for representatives and advisors
5. Appendix B: Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
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