The Due Diligence Confidentiality Agreement is essential in Philippine business transactions where one party needs to examine confidential information of another party for evaluation purposes, typically in mergers, acquisitions, investments, or significant commercial arrangements. This document becomes necessary before the disclosure of sensitive business information, financial data, trade secrets, and other proprietary information. It ensures compliance with Philippine legislation, including the Data Privacy Act of 2012, Securities Regulation Code, and relevant provisions of the Civil Code of the Philippines. The agreement establishes clear protocols for information handling, defines permitted uses, and outlines security measures required under Philippine law, while providing legal remedies in case of unauthorized disclosure.
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1. Parties: Identification of the disclosing party, receiving party, and their authorized representatives
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Purpose', 'Representatives', and 'Due Diligence Materials'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence
5. Permitted Use and Disclosure: Specifies how the receiving party may use the confidential information and to whom it may be disclosed
6. Confidentiality Obligations: Core obligations regarding protecting, storing, and handling confidential information
7. Security Measures: Specific security protocols for handling and storing confidential information
8. Return or Destruction of Information: Requirements for handling confidential information after the due diligence process ends
9. Duration and Survival: Term of the agreement and which obligations survive termination
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Privacy Compliance: Specific provisions for compliance with the Philippines Data Privacy Act, used when personal data will be reviewed
2. Reverse Due Diligence: Additional provisions for cases where both parties will be exchanging confidential information
3. Anti-Trust Compliance: Specific provisions ensuring compliance with competition laws, used in deals involving competitors
4. Digital Access Provisions: Specific provisions for virtual data rooms and digital due diligence, used when information is shared electronically
5. Third Party Rights: Provisions addressing confidential information belonging to third parties, used when third-party information is included in due diligence
6. Clean Team Arrangements: Special provisions for handling commercially sensitive information, used in transactions between competitors
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule 2 - Security Protocols: Detailed security procedures and requirements for handling confidential information
3. Schedule 3 - Information Handling Procedures: Specific procedures for accessing, copying, and storing confidential information
4. Schedule 4 - Data Room Rules: Rules and procedures for physical or virtual data room access
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives to sign
6. Appendix B - Document Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
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