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1. Parties: Identification of the disclosing party, receiving party, and any authorized representatives
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, and Transaction
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence
5. Permitted Use and Disclosure: Specific purposes for which confidential information may be used and conditions for disclosure to representatives
6. Obligations of Receiving Party: Core confidentiality obligations and standard of care required
7. Security Measures: Required procedures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information after termination or upon request
9. Term and Termination: Duration of confidentiality obligations and termination provisions
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement
1. Residual Information: Provisions addressing retained knowledge and establishing parameters for its use - include when dealing with technical or complex business information
2. Privacy Compliance: Specific provisions addressing PIPEDA compliance - include when personal information may be involved
3. Securities Laws Compliance: Provisions addressing insider trading and securities regulations - include for publicly traded companies
4. Competition Law Compliance: Provisions addressing competition law concerns - include when parties are competitors
5. Digital Information Handling: Specific provisions for electronic data protection - include when significant digital assets are involved
6. International Transfer: Provisions governing cross-border data transfer - include for international due diligence
7. Clean Room Procedures: Detailed procedures for handling particularly sensitive information - include for highly competitive situations
1. Schedule A - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule B - Security Protocols: Detailed security procedures and requirements for handling confidential information
3. Schedule C - Categories of Confidential Information: Specific categories or types of confidential information covered
4. Schedule D - Data Room Rules: Procedures and rules for accessing and using virtual or physical data rooms
5. Appendix 1 - Acknowledgment Form: Form for representatives to acknowledge NDA obligations
6. Appendix 2 - Information Return/Destruction Certificate: Form certifying return or destruction of confidential information
Permitted Purpose
Transaction
Representatives
Disclosing Party
Receiving Party
Affiliate
Business Day
Personal Information
Evaluation Material
Trade Secrets
Proprietary Information
Data Room
Authorized Representatives
Clean Team
Due Diligence Period
Permitted Disclosees
Non-Public Information
Material Information
Security Measures
Residual Information
Digital Information
Intellectual Property Rights
Professional Advisors
Related Party
Controlled Persons
Restricted Access Information
Regulatory Authority
Compliance Requirements
Commercially Reasonable Efforts
Information Use
Data Protection
Access Rights
Security Requirements
Privacy Compliance
Return of Information
Destruction of Information
Non-Disclosure
Permitted Disclosure
Information Marking
Term and Duration
Survival
Remedies
Indemnification
Securities Law Compliance
Competition Law Compliance
Digital Security
Data Room Access
Representative Obligations
Notice Requirements
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Amendment
Waiver
Third Party Rights
Force Majeure
Manufacturing
Technology
Financial Services
Healthcare
Real Estate
Energy
Mining
Retail
Professional Services
Telecommunications
Infrastructure
Agriculture
Transportation
Education
Healthcare Technology
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Information Security
Risk Management
Executive Leadership
Business Development
Corporate Secretariat
Information Technology
Data Protection
Strategic Planning
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Manager
Due Diligence Coordinator
Privacy Officer
Compliance Manager
Investment Banker
Financial Analyst
Legal Counsel
Corporate Secretary
Business Development Director
Information Security Officer
Risk Manager
Transaction Advisory Manager
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