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Due Diligence NDA Template for United States

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Key Requirements PROMPT example:

Due Diligence NDA

"Need a Due Diligence NDA for a potential acquisition of a software company, with specific clean room provisions and enhanced data protection clauses for source code review, to be effective from March 2025."

What is a Due Diligence NDA?

The Due Diligence NDA serves as a critical document in business transactions where sensitive information needs to be shared for evaluation purposes. This agreement, governed by U.S. federal and state laws, is typically used before mergers, acquisitions, investments, or other significant business transactions. It defines the scope of confidential information, establishes handling procedures, and outlines the responsibilities of all parties involved. The document includes specific provisions for protection under the Defend Trade Secrets Act and relevant state laws, making it essential for protecting proprietary information during the due diligence process.

What sections should be included in a Due Diligence NDA?

1. Parties: Identification of all parties involved in the NDA, including legal names and addresses

2. Background/Recitals: Context of the due diligence process and purpose of the agreement

3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Permitted Use'

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

5. Permitted Use: Specific allowed uses of confidential information for due diligence purposes

6. Term and Termination: Duration of the agreement and termination provisions

7. Return of Information: Requirements for returning or destroying confidential information

What sections are optional to include in a Due Diligence NDA?

1. Non-Solicitation: Provisions preventing solicitation of employees or customers during and after the due diligence process

2. Securities Laws Compliance: Provisions ensuring compliance with insider trading laws and securities regulations

3. Standstill Provisions: Restrictions on acquiring target company securities or making hostile takeover attempts

4. Clean Room Procedures: Special handling procedures for highly sensitive competitive information

What schedules should be included in a Due Diligence NDA?

1. Schedule of Representatives: List of authorized individuals who may access confidential information

2. Schedule of Specific Information: Detailed list of specific confidential information covered by the agreement

3. Clean Room Procedures Appendix: Detailed procedures and protocols for handling sensitive competitive information

Authors

Alex Denne

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

Clauses


























Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law providing uniform federal protection for trade secrets, including definitions of trade secrets, remedies for misappropriation, and whistleblower protections

Economic Espionage Act: Federal law criminalizing the theft of trade secrets, particularly relevant for protecting sensitive business information during due diligence

Securities Exchange Act: Federal law governing securities trading and disclosure requirements, especially important when dealing with publicly traded companies in due diligence

Federal Rules of Evidence: Rules governing confidentiality and admissibility of evidence in federal courts, relevant for enforcement of NDA provisions

Uniform Trade Secrets Act (UTSA): Model law adopted by most states providing framework for trade secret protection and remedies at state level

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

State Trade Secret Laws: State-specific variations on trade secret protection, complementing federal protection under DTSA

State Statutes of Limitations: Time limits for bringing legal actions under state law for breach of NDA or trade secret misappropriation

SEC Regulations: Federal securities regulations affecting disclosure and confidentiality requirements for public companies

Industry-Specific Regulations: Sector-specific requirements such as HIPAA for healthcare and GLBA for financial services affecting information handling

FTC Regulations: Federal Trade Commission rules regarding data protection and unfair business practices

Common Law Contract Principles: Legal principles developed through court decisions regarding contract formation, consideration, and enforceability

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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