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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 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
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
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
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Energy
Retail
Telecommunications
Professional Services
Life Sciences
Infrastructure
Media and Entertainment
Automotive
Consumer Goods
Agriculture
Legal
Corporate Development
Mergers & Acquisitions
Finance
Compliance
Risk Management
Business Development
Executive Leadership
Information Security
Data Protection
Strategy
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
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