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Non Disclosure Agreement Due Diligence
I need a Non Disclosure Agreement Due Diligence to be drafted for a potential acquisition of our Hong Kong technology company by a US investor, with specific provisions for virtual data room access and clean team arrangements to be implemented by March 2025.
1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', 'Due Diligence Period'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence
5. Permitted Use and Disclosure: Specific purposes for which confidential information can be used and conditions for disclosure to authorized representatives
6. Non-Disclosure Obligations: Core confidentiality obligations and security measures required
7. Return or Destruction of Confidential Information: Procedures for handling confidential information after the due diligence period
8. Term and Survival: Duration of the agreement and obligations that continue after termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Inside Information Provisions: Required when the due diligence involves listed companies, addressing securities regulations and insider dealing
2. Data Privacy Compliance: Detailed section needed when personal data will be shared during due diligence
3. Cross-Border Transfer Restrictions: Required when confidential information will be transferred outside Hong Kong
4. Intellectual Property Rights: Additional provisions when the due diligence involves review of IP assets
5. Competition Law Compliance: Required when parties are competitors or in the same industry
6. Clean Team Arrangements: Used when certain information needs to be restricted to specific individuals or third-party advisors
7. Digital Information Security: Special provisions for virtual data rooms and digital information sharing
8. Announcements and Publicity: Required for high-profile transactions or when involving listed companies
1. Schedule 1: Authorized Representatives: List of individuals and advisors authorized to access confidential information
2. Schedule 2: Security Protocols: Detailed security measures and procedures for handling confidential information
3. Schedule 3: Scope of Due Diligence: Specific areas and categories of information covered by the due diligence
4. Schedule 4: Information Return/Destruction Certificate: Form for certifying the return or destruction of confidential information
5. Schedule 5: Data Room Rules: Procedures and rules for accessing and using the data room
6. Appendix A: Acknowledgment Form: Form to be signed by authorized representatives acknowledging confidentiality obligations
Authors
Financial Services
Technology
Real Estate
Manufacturing
Healthcare
Retail
Professional Services
Energy
Telecommunications
Infrastructure
Education
E-commerce
Transportation & Logistics
Media & Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Information Security
Data Protection
Treasury
Strategy
Business Development
Executive Management
Project Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Director
Due Diligence Manager
M&A Associate
Legal Counsel
Compliance Officer
Financial Controller
Business Development Manager
Project Manager
Risk Manager
Information Security Officer
Data Protection Officer
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