A Due Diligence Confidentiality Agreement under Belgian law is essential in M&A transactions, corporate investments, and similar business combinations where sensitive information needs to be shared for evaluation purposes. This document is typically used before commencing detailed due diligence investigations, when a potential buyer or investor needs access to confidential information about the target company. The agreement must comply with Belgian privacy laws, including the Belgian Data Protection Act and GDPR, while also addressing trade secrets protection under Belgian law. It establishes the framework for information sharing, including access to physical and virtual data rooms, handling of commercially sensitive information, and responsibilities of various parties involved in the due diligence process. The document is particularly important in the Belgian context due to specific requirements under Belgian corporate law and EU regulations regarding data protection and business secrets.
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1. Parties: Identification of the disclosing party and receiving party, including registered addresses and company details
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Definitions of key terms including Confidential Information, Permitted Purpose, Representatives, and Personal Data
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and any exclusions
5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
6. Permitted Use and Disclosure: Specific purposes for which confidential information may be used and conditions for disclosure to representatives
7. Data Protection and GDPR Compliance: Obligations regarding personal data processing and protection under Belgian law and GDPR
8. Security Measures: Required security measures for protecting confidential information
9. Return or Destruction of Information: Procedures for handling confidential information after the due diligence process
10. Duration of Obligations: Term of the agreement and survival of confidentiality obligations
11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Reverse Due Diligence: Additional provisions for cases where both parties will exchange confidential information
2. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the transaction
3. Non-Competition: Competitive restrictions during the due diligence process
4. Inside Information: Special provisions for handling market-sensitive information if either party is publicly listed
5. Clean Team Arrangements: Specific procedures for handling commercially sensitive information through designated clean teams
6. Assignment and Subcontracting: Rules regarding the assignment of rights and obligations under the agreement
7. Third Party Rights: Provisions regarding the rights of third parties under Belgian law
8. Force Majeure: Provisions for unforeseen circumstances affecting the agreement
1. Schedule 1 - Scope of Due Diligence: Detailed description of the areas covered by the due diligence investigation
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4 - Data Room Rules: Rules and procedures for accessing and using the data room
5. Schedule 5 - Personal Data Processing Terms: Detailed terms for processing personal data in compliance with GDPR
6. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives
7. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Energy
Retail
Professional Services
Telecommunications
Industrial
Life Sciences
Consumer Goods
Media and Entertainment
Infrastructure
Automotive
Relevant Teams
Legal
Corporate Development
Mergers & Acquisitions
Finance
Compliance
Risk Management
Information Security
Data Protection
Executive Management
Corporate Secretariat
Investment Banking
Due Diligence
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Director
Investment Manager
Due Diligence Manager
Legal Counsel
Data Protection Officer
Finance Director
Business Development Director
Transaction Manager
Investment Banker
Private Equity Manager
Compliance Officer
Corporate Secretary
Risk Manager
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