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Acquisition Confidentiality Agreement
"I need an Acquisition Confidentiality Agreement under Hong Kong law for a potential acquisition of a technology startup by my multinational telecommunications company, with specific provisions for protecting source code and customer data, and extra provisions for dealing with cloud-based data rooms."
1. Parties: Identification of the disclosing party (typically the target company) and receiving party (potential acquirer), including full legal names and registered addresses
2. Background: Context of the potential acquisition and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Affiliate'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the potential acquisition
5. Confidentiality Obligations: Core obligations regarding the use, protection, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Security Measures: Required procedures and safeguards for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the acquisition does not proceed
9. Duration and Survival: Term of the agreement and which provisions survive termination
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Securities Laws Compliance: Required when either party is a listed company, addressing insider trading and market disclosure obligations
2. Personal Data Protection: Detailed provisions for compliance with the Personal Data (Privacy) Ordinance when personal data is involved
3. Standstill Provisions: Restrictions on acquiring target company shares or approaching other stakeholders, typically used for listed companies
4. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers, included when there are specific concerns about poaching
5. Reverse Engineering Prohibition: Specific restrictions on reverse engineering products or technology, used when technical information is shared
6. Competition Law Compliance: Required when the parties are competitors or when merger control issues may arise
7. Social Media and Public Communications: Guidelines for public communications and social media usage, particularly relevant for high-profile transactions
1. Schedule 1 - Specified Representatives: List of authorized representatives who may access the confidential information
2. Schedule 2 - Security Protocols: Detailed security procedures and requirements for handling confidential information
3. Schedule 3 - Excluded Information: List of specific information explicitly excluded from confidentiality obligations
4. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by representatives accessing confidential information
5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room, if applicable
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Media & Entertainment
Transportation & Logistics
Education
Hospitality
Legal
Corporate Development
Mergers & Acquisitions
Finance
Compliance
Risk Management
Information Security
Strategy
Business Development
Executive Management
Corporate Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Investment Director
Legal Counsel
Compliance Officer
Due Diligence Manager
Integration Manager
Strategy Director
Business Development Manager
Corporate Secretary
Risk Manager
Information Security Officer
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