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Confidentiality Agreement M&a

Confidentiality Agreement M&a Template for United States

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Key Requirements PROMPT example:

Confidentiality Agreement M&a

"I need a Confidentiality Agreement M&A to protect sensitive information during our upcoming acquisition of a healthcare technology company, with specific provisions for HIPAA compliance and data protection measures, targeted for completion by March 2025."

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Document background
The Confidentiality Agreement M&A is a crucial document in any merger, acquisition, or investment transaction under U.S. law. It is typically executed at the beginning of discussions, before detailed due diligence begins. The agreement protects sensitive business information shared during the evaluation process, establishes clear guidelines for information handling, and outlines remedies for unauthorized disclosure. It must comply with federal regulations such as the Defend Trade Secrets Act and state-specific trade secret laws, while also addressing specific industry requirements where applicable.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties

2. Background/Recitals: Context of the potential transaction and purpose of the agreement

3. Definitions: Key terms including Confidential Information, Representatives, Transaction

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared

6. Return/Destruction of Information: Obligations regarding handling of confidential information post-discussion

7. Term and Survival: Duration of obligations and which provisions survive termination

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers - used when protecting human capital is a concern

2. Standstill Provisions: Restrictions on acquiring target company shares - used when target is publicly traded

3. Non-Circumvention: Prevents bypassing the disclosing party - used in broker or intermediary situations

4. Securities Laws Compliance: Acknowledgment of insider trading laws - used when public companies are involved

Suggested Schedules

1. Authorized Representatives: List of individuals authorized to receive confidential information

2. Scope of Confidential Information: Detailed description of what constitutes confidential information

3. Security Protocols: Specific procedures for handling confidential information

4. Excluded Information: Information specifically excluded from confidentiality obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Clauses

























Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law providing uniform trade secret protection, including requirements for whistleblower immunity notices in confidentiality agreements

Securities Exchange Act 1934: Federal law governing insider trading provisions, disclosure requirements for public companies, and Regulation FD (Fair Disclosure) compliance

Securities Act 1933: Federal law concerning requirements for disclosure of material information and integration issues in securities transactions

Hart-Scott-Rodino Antitrust Improvements Act: Federal antitrust law governing information sharing restrictions during due diligence and gun-jumping provisions in M&A transactions

Uniform Trade Secrets Act: State-level trade secret protection law adopted by most states, with state-specific variations

State Contract Laws: State-specific laws governing contract enforceability, consideration requirements, and statute of frauds

Gramm-Leach-Bliley Act: Industry-specific regulations for financial services sector regarding confidentiality and data protection

HIPAA: Healthcare industry-specific regulations governing protection of medical information and patient data

GDPR Considerations: International data protection regulations applicable if EU personal data is involved in the transaction

Employment Law Provisions: Laws governing employee confidentiality obligations and non-compete provisions in the context of M&A transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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