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Non Disclosure Agreement M&A
"I need a Non Disclosure Agreement M&A for a potential acquisition of an Austrian technology company, with specific provisions for clean team arrangements and virtual data room access, as we're a direct competitor in the software industry."
1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities
2. Background: Context of the potential transaction and purpose of the NDA
3. Definitions: Detailed definitions including Confidential Information, Representatives, Permitted Purpose, and Transaction
4. Confidentiality Obligations: Core obligations regarding the use and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
6. Information Security: Specific measures required to protect confidential information
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after termination
8. Duration and Survival: Term of the agreement and surviving obligations
9. Non-Solicitation and Non-Dealing: Restrictions on approaching employees, customers, or suppliers
10. Remedies: Legal remedies available in case of breach, including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
12. Execution: Signature blocks and execution formalities
1. Standstill Provisions: Used when the target is a public company to prevent unauthorized stake-building
2. Clean Team Arrangements: Required when dealing with competition-sensitive information between competitors
3. Exclusivity: Optional provisions preventing the disclosing party from negotiating with other parties
4. GDPR Compliance: Detailed data protection provisions when personal data is likely to be shared
5. Securities Laws Compliance: Required for listed companies to address insider trading regulations
6. Reverse Due Diligence: Used when both parties may exchange confidential information
7. Data Room Rules: Specific provisions governing access to and use of virtual data rooms
1. Authorized Representatives: List of individuals authorized to receive confidential information
2. Scope of Confidential Information: Detailed description or categories of information covered by the NDA
3. Security Protocols: Specific technical and organizational measures required for information protection
4. Affiliated Companies: List of relevant group companies covered by the agreement
Authors
Authorized Recipients
Business Day
Clean Team
Confidential Information
Data Protection Laws
Definitive Agreement
Disclosing Party
Due Diligence
Effective Date
Group
Inside Information
Intellectual Property Rights
Material Adverse Effect
Permitted Purpose
Personal Data
Professional Advisers
Project Name
Proposed Transaction
Receiving Party
Representatives
Residual Information
Subsidiary
Target Business
Term
Third Party
Trade Secrets
Transaction Documents
Virtual Data Room
Permitted Use
Permitted Disclosures
Information Security
Return or Destruction of Information
Non-Solicitation
Non-Circumvention
Term and Survival
Remedies
Data Protection
Inside Information
Clean Team Arrangements
Competition Law Compliance
Standstill
No Commitment
No License
Securities Laws Compliance
Notice Requirements
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Amendments
Counterparts
Third Party Rights
Force Majeure
Costs
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Energy
Retail
Professional Services
Telecommunications
Industrial
Consumer Goods
Infrastructure
Media & Entertainment
Life Sciences
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Compliance
Risk Management
Business Development
Corporate Communications
Information Technology
Human Resources
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of M&A
Corporate Development Director
Investment Banking Director
Due Diligence Manager
Legal Counsel
Business Development Director
Finance Director
Integration Manager
Corporate Strategy Director
Compliance Officer
Risk Manager
Board Member
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