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1. Parties: Identification of the disclosing party, receiving party, and their authorized representatives
2. Background: Context of the potential acquisition and purpose of sharing confidential information
3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, Transaction
4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and use of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
6. Information Security: Requirements for protecting, storing, and handling confidential information
7. Return or Destruction of Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed
8. Duration and Survival: Term of the agreement and which obligations survive termination
9. Non-Circumvention: Restrictions on using information to compete or circumvent the potential transaction
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Standstill Provisions: Restrictions on acquiring target company shares or approaching shareholders, used when target is publicly listed
2. Non-Solicitation: Restrictions on poaching employees or clients, included when there's significant exposure to human capital
3. Deal Team Restrictions: Specific limitations on which personnel can access information, used for highly sensitive transactions
4. Market Announcements: Requirements for public announcements, included for listed companies or high-profile transactions
5. Anti-trust/Competition Compliance: Special provisions for handling competitively sensitive information, used when parties are competitors
6. Data Protection Compliance: Specific provisions for handling personal data, required when personal information is involved
7. Reverse Engineering Prohibition: Specific restrictions on analyzing or reverse engineering products/technology, used for technical due diligence
1. Schedule 1 - Confidential Information: Detailed description or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures for handling confidential information
4. Schedule 4 - Data Room Rules: Rules and procedures for accessing and using the due diligence data room
5. Appendix A - Deed of Confidentiality: Form of confidentiality undertaking for representatives and advisors
Authorised Purpose
Authorised Recipients
Business Day
Confidential Information
Control
Data Room
Derivative Information
Disclosing Party
Effective Date
Evaluation Material
Excluded Information
Group
Information Security Requirements
Insider Trading Laws
Intellectual Property Rights
Material Non-Public Information
Permitted Disclosures
Permitted Purpose
Personal Information
Project Name
Proposed Transaction
Receiving Party
Related Body Corporate
Related Entity
Representatives
Securities
Subsidiary
Term
Third Party Information
Trade Secrets
Permitted Use
Permitted Disclosure
Information Security
Return or Destruction of Information
Non-Circumvention
Standstill
Non-Solicitation
Term and Termination
Intellectual Property Rights
Data Protection
Market Announcements
Insider Trading Compliance
Representatives' Obligations
Breach and Remedies
Indemnification
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Notices
Counterparts
Costs
Amendment
Third Party Rights
Force Majeure
Waiver
Further Assurance
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Mining and Resources
Retail
Professional Services
Energy
Infrastructure
Agriculture
Telecommunications
Media and Entertainment
Transportation and Logistics
Legal
Corporate Development
Mergers & Acquisitions
Executive Leadership
Finance
Strategy
Risk & Compliance
Information Security
Corporate Secretariat
Business Development
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Development Manager
M&A Director
Legal Counsel
Investment Banker
Due Diligence Manager
Strategy Director
Business Development Manager
Risk Manager
Compliance Officer
Information Security Officer
Company Secretary
Board Member
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