This Due Diligence NDA is essential for protecting confidential information during corporate investigations and transactions in the UAE. It is typically used when one party needs to examine the confidential business information of another party for potential investment, acquisition, or merger purposes. The document ensures compliance with UAE Federal Laws, including the Civil Code, Data Protection Law, and Commercial Companies Law, while facilitating the necessary exchange of sensitive information. It addresses both physical and digital data room access, cross-border data transfer restrictions, and includes specific provisions for various types of confidential information such as financial records, intellectual property, customer data, and employee information. The agreement is structured to provide robust protection while allowing efficient due diligence processes within the UAE legal framework.
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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 NDA
3. Definitions: Detailed definitions including Confidential Information, Permitted Purpose, Representatives, and Affiliate
4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and restricted use of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
6. Information Security Measures: Specific measures required to protect confidential information, aligned with UAE data protection requirements
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
8. Duration and Survival: Term of the agreement and survival of obligations post-termination
9. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Specific provisions for compliance with UAE data protection laws when personal data is involved in due diligence
2. Electronic Information Security: Additional provisions for protecting electronically stored or transmitted information, particularly relevant when dealing with digital due diligence rooms
3. Third Party Rights: Provisions regarding the rights of third parties whose information may be included in the due diligence materials
4. Non-Solicitation: Restrictions on soliciting employees or customers, often included when due diligence involves access to human resources or customer information
5. Anti-Money Laundering Compliance: Required when due diligence involves financial institutions or regulated entities
6. DIFC Specific Provisions: Additional provisions required when one or more parties are based in the Dubai International Financial Centre
1. Schedule 1 - Scope of Due Diligence: Detailed description of the due diligence scope and specific areas of 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, if applicable
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives to sign
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