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Due Diligence Confidentiality Agreement for the Netherlands

Due Diligence Confidentiality Agreement Template for Netherlands

A comprehensive confidentiality agreement governed by Dutch law, designed to protect sensitive information disclosed during due diligence processes in corporate transactions. This agreement incorporates requirements under Dutch civil law and EU regulations, including GDPR compliance measures, while addressing specific Dutch business practices and legal requirements. It provides robust protection for confidential information while facilitating necessary business evaluations and incorporates specific provisions for data protection, information handling, and enforcement mechanisms under Dutch jurisdiction.

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What is a Due Diligence Confidentiality Agreement?

The Due Diligence Confidentiality Agreement is essential for protecting sensitive business information during corporate transactions under Dutch law. It is typically used when one party needs to evaluate another company's business operations, financials, or assets for potential investment, acquisition, or strategic partnership. The agreement ensures compliance with Dutch legal requirements, EU regulations (including GDPR), and international business standards. It covers various types of confidential information, from financial data to trade secrets, and includes specific provisions for data protection, permitted uses, and information handling. This document is particularly important in the Netherlands due to its strong international business environment and the need to comply with both Dutch and EU regulatory frameworks.

What sections should be included in a Due Diligence Confidentiality Agreement?

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: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Affiliate'

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

6. Data Protection and Security: Obligations regarding data protection, particularly GDPR compliance and security measures

7. Return or Destruction of Information: Requirements for handling confidential information after the due diligence process

8. Duration and Survival: Term of the agreement and surviving obligations

9. Non-Circumvention: Restrictions on using information to compete or circumvent business opportunities

10. Remedies: Available remedies in case of breach, including injunctive relief

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Due Diligence Confidentiality Agreement?

1. Non-Solicitation: Restrictions on soliciting employees or customers, used when human resource information is part of due diligence

2. Standstill Provisions: Restrictions on acquiring target company shares, used for public company transactions

3. Clean Team Arrangements: Special handling procedures for competitively sensitive information, used when parties are competitors

4. Deal Protection: Provisions preventing interference with the proposed transaction, used in M&A contexts

5. Pre-Clearance Requirements: Procedures for clearing external communications, used in sensitive or public transactions

6. Privacy Shield Provisions: Additional data protection provisions for cross-border transfers outside EU

What schedules should be included in a Due Diligence Confidentiality Agreement?

1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information

2. Schedule 2 - Security Protocols: Specific security measures and procedures for handling confidential information

3. Schedule 3 - Data Room Rules: Rules and procedures for accessing and using the virtual or physical data room

4. Schedule 4 - Clean Team Members: If applicable, list of approved clean team members and their obligations

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors

6. Appendix B - Return/Destruction Certificate: Form for certifying the return or destruction of confidential information

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions






































Clauses

































Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Energy

Retail

Telecommunications

Professional Services

Life Sciences

Infrastructure

Media and Entertainment

Automotive

Consumer Goods

Agriculture

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Compliance

Risk Management

Business Development

Executive Leadership

Information Security

Data Protection

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Investment Manager

Due Diligence Manager

Mergers & Acquisitions Director

Legal Counsel

Privacy Officer

Compliance Manager

Business Development Director

Transaction Manager

Investment Banker

Chief Strategy Officer

Data Protection Officer

Industries







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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