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1. Parties: Identification of the disclosing party, receiving party, and their respective legal details
2. Background: Context of the potential M&A transaction and purpose of sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Transaction', 'Affiliate'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the M&A transaction
5. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
7. Security Measures: Required measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after termination
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Non-Circumvention: Restrictions on using information to circumvent the disclosing party in the transaction
11. Insider Trading Prevention: Provisions preventing use of information for securities trading
12. Remedies: Available remedies in case of breach, including injunctive relief
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard provisions including severability, amendments, and notices
1. Non-Solicitation: Optional restrictions on soliciting employees or customers, used when human capital or customer relationships are key to the transaction
2. Standstill Provisions: Used when target is public company to prevent unauthorized acquisition of shares
3. Exclusivity/No-Shop: Optional provision preventing the target from seeking other buyers, used in exclusive negotiations
4. Data Protection Compliance: Detailed NDPR compliance provisions, required if personal data is involved
5. Anti-Trust Compliance: Required when transaction size might trigger competition law concerns
6. Joint Venture Provisions: Used when the M&A discussion might lead to a joint venture instead of acquisition
7. Reverse Engineering Prohibition: Used when technical or proprietary information is being shared
1. Schedule 1 - Specified Purpose: Detailed description of the proposed transaction and permitted purpose
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures required for different types of confidential information
4. Schedule 4 - Excluded Information: List of information specifically excluded from confidentiality obligations
5. Schedule 5 - Data Room Rules: Rules and procedures for accessing virtual or physical data room
6. Schedule 6 - Return/Destruction Certificate: Form of certificate confirming return or destruction of confidential information
7. Appendix A - Confidential Information Categories: Detailed categorization of different types of confidential information
Banking & Financial Services
Oil & Gas
Manufacturing
Technology & Telecommunications
Real Estate & Construction
Healthcare & Pharmaceuticals
Fast-Moving Consumer Goods
Agriculture & Food Processing
Mining & Natural Resources
Energy & Power
Entertainment & Media
Retail & E-commerce
Transportation & Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Strategy
Business Development
Company Secretariat
Information Security
Data Protection
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Strategy Officer
Head of Mergers & Acquisitions
Corporate Development Director
Investment Banking Director
Due Diligence Manager
Legal Counsel
Finance Director
Business Development Manager
Compliance Officer
Risk Manager
Company Secretary
Transaction Advisory Manager
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