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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
Permitted Purpose
Permitted Recipients
Affiliates
Representatives
Due Diligence Materials
Data Room
Disclosing Party
Receiving Party
Group
Business Day
Confidentiality Undertaking
Personal Data
Trade Secrets
Intellectual Property Rights
Professional Advisers
Authorized Personnel
Security Protocols
Transaction
Evaluation Material
Non-Public Information
Proprietary Information
Residual Information
Working Papers
Controlled Persons
Disclosed Information
Effective Date
Electronic Information
Information Security Measures
Third Party Information
Non-Disclosure
Permitted Use
Information Security
Data Protection
Return of Information
Permitted Disclosure
Duration
Survival
Breach and Remedies
Governing Law
Jurisdiction
Electronic Information Security
Third Party Rights
Non-Solicitation
Notice Requirements
Assignment
Severability
Force Majeure
Entire Agreement
Amendment
Counterparts
Waiver
Indemnification
Compliance with Laws
Data Room Access
Representatives' Obligations
Term and Termination
Financial Services
Real Estate
Technology
Healthcare
Manufacturing
Energy
Retail
Telecommunications
Professional Services
Construction
Hospitality
Transportation
Education
Media and Entertainment
Legal
Finance
Compliance
Corporate Development
Mergers and Acquisitions
Investment
Risk Management
Business Development
Strategy
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Merger & Acquisition Manager
Due Diligence Specialist
Corporate Development Manager
Legal Director
Compliance Officer
Risk Manager
Investment Banker
Private Equity Associate
Transaction Advisory Manager
Corporate Secretary
Business Development Director
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