Non Disclosure Agreement Due Diligence for Canada

Non Disclosure Agreement Due Diligence Template for Canada

This is a comprehensive Non-Disclosure Agreement specifically designed for due diligence processes under Canadian law, incorporating both federal and provincial requirements. The document provides a robust framework for protecting confidential information exchanged during corporate due diligence investigations, while ensuring compliance with Canadian privacy laws, securities regulations, and business practices. It includes specific provisions for handling sensitive business information, personal data protection under PIPEDA, and considerations for both private and public company transactions.

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What is a Non Disclosure Agreement Due Diligence?

This Non Disclosure Agreement Due Diligence template is specifically crafted for use in Canadian business transactions where one party needs to conduct a detailed investigation of another party's business operations, financial records, and other confidential information. The document is essential in merger and acquisition contexts, investment opportunities, or strategic partnerships where sensitive corporate information needs to be shared. It incorporates requirements from Canadian federal and provincial privacy laws, securities regulations, and business legislation, making it suitable for both private and public company transactions. The agreement is designed to protect all parties involved while facilitating necessary information exchange for business evaluation purposes, with specific attention to Canadian legal requirements for data protection and business confidentiality.

What sections should be included in a Non Disclosure Agreement Due Diligence?

1. Parties: Identification of the disclosing party, receiving party, and any affiliated entities involved in the due diligence process

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

3. Definitions: Definitions of key terms including Confidential Information, Due Diligence Materials, Permitted Purpose, Representatives, and Affiliated Entities

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context

5. Permitted Use and Disclosure: Specific purposes for which confidential information can be used and conditions for disclosure to representatives

6. Standard of Care: Requirements for protecting confidential information and maintaining security measures

7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after due diligence completion

8. Term and Survival: Duration of the agreement and provisions that survive termination

9. Non-Binding Nature: Clarification that the NDA does not obligate parties to proceed with any transaction

10. Remedies: Available remedies in case of breach, including injunctive relief

11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Non Disclosure Agreement Due Diligence?

1. Non-Solicitation: Restrictions on soliciting employees or customers, included when human resource information is part of due diligence

2. Securities Laws Compliance: Special provisions for public companies regarding insider trading and securities regulations

3. Data Privacy Compliance: Specific provisions for handling personal data under PIPEDA, used when personal information is involved

4. Reverse Engineering Prohibition: Prohibits reverse engineering of products or technology, included when technical information is shared

5. Competing Business: Provisions addressing competitive aspects when parties are competitors

6. Clean Room Procedures: Procedures for handling highly sensitive information, used in competitive situations

7. International Transfer of Data: Provisions for cross-border data transfer, included when international parties are involved

What schedules should be included in a Non Disclosure Agreement Due Diligence?

1. Schedule A - Description of Due Diligence Materials: Detailed list of categories of confidential information to be disclosed

2. Schedule B - Authorized Representatives: List of individuals authorized to access confidential information

3. Schedule C - Security Protocols: Specific security measures and procedures for handling confidential information

4. Schedule D - Data Room Rules: Rules and procedures for accessing and using virtual or physical data rooms

5. Appendix 1 - Acknowledgment Form: Form to be signed by representatives acknowledging confidentiality obligations

6. Appendix 2 - Return/Destruction Certificate: Certificate confirming the return or destruction of confidential information

Authors

Alex Denne

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

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Energy

Mining

Retail

Professional Services

Telecommunications

Agriculture

Transportation

Construction

Education

Biotechnology

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Business Development

Risk Management

Compliance

Executive Leadership

Investment

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Investment Banker

Due Diligence Manager

Mergers & Acquisitions Director

Business Development Manager

Legal Counsel

Finance Director

Investment Manager

Risk Management Officer

Compliance Officer

Strategic Planning Director

Private Equity Associate

Industries
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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