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NDA For Due Diligence
"I need an NDA for Due Diligence under Malaysian law for a potential acquisition of a technology company, with specific provisions for accessing our virtual data room and handling source code during the due diligence process starting March 2025."
1. Parties: Identification of the disclosing party, receiving party, and their registered addresses
2. Background: Context of the due diligence process and purpose of the NDA
3. Definitions: Key terms including Confidential Information, Due Diligence Purpose, Representatives, and Permitted Purpose
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence
5. Permitted Disclosure and Use: Specific permissions for use of confidential information during due diligence process
6. Obligations of Receiving Party: Duties to maintain confidentiality and security measures required
7. Term and Survival: Duration of confidentiality obligations and provisions that survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information after due diligence completion
9. Remedies: Legal remedies available in case of breach, including injunctive relief
10. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction
1. Third Party Rights: Include when advisors, consultants, or other third parties will be involved in the due diligence process
2. Data Protection Compliance: Include when personal data will be processed during due diligence, to ensure PDPA compliance
3. Non-Solicitation: Include when there's a risk of employee poaching during the due diligence process
4. Securities Law Compliance: Include when the due diligence involves listed companies or regulated securities
5. Specific Industry Regulations: Include when the due diligence involves regulated industries like banking or healthcare
6. Electronic Storage and Transmission: Include when confidential information will be shared through digital means or virtual data rooms
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule 2 - Specific Categories of Confidential Information: Detailed categorization of confidential information types specific to the due diligence
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Appendix A - Data Room Rules: Rules and procedures for accessing and using physical or virtual data rooms
5. Appendix B - Form of Confidentiality Undertaking: Template for additional parties to sign confidentiality undertakings
Authors
Banking and Finance
Manufacturing
Technology
Real Estate
Healthcare
Energy and Utilities
Telecommunications
Retail and Consumer
Education
Construction
Mining and Natural Resources
Agriculture
Transportation and Logistics
Professional Services
Legal
Finance
Compliance
Risk Management
Corporate Development
Investment
Information Technology
Operations
Strategy
Executive Management
Corporate Secretariat
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Due Diligence Manager
Compliance Officer
Risk Manager
Business Development Director
Investment Analyst
M&A Advisor
Financial Controller
Operations Director
Strategy Director
Information Security Officer
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