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1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details
2. Background: Context of the due diligence process and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Due Diligence Exercise', 'Permitted Purpose', 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context
5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Information Security Measures: Specific requirements for protecting and handling confidential information
8. Return or Destruction of Information: Obligations regarding confidential information after due diligence completion
9. Duration and Survival: Term of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies under Swiss law
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection Compliance: Specific provisions for handling personal data under Swiss FADP - include when personal data will be part of due diligence
2. Banking Secrecy Provisions: Additional provisions when financial institution information is involved - include for financial sector due diligence
3. Intellectual Property Rights: Specific provisions protecting IP rights - include when IP is a significant part of due diligence
4. Non-Solicitation: Restrictions on soliciting employees or customers - include when human resources or customer information is part of due diligence
5. Anti-Trust Compliance: Provisions ensuring compliance with competition laws - include when dealing with competitors or market-sensitive information
6. Insurance Requirements: Specific insurance requirements for parties - include for high-value or high-risk due diligence
7. Bilateral Confidentiality: Mutual confidentiality obligations - include when both parties will exchange confidential information
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures
3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using the due diligence data room
4. Schedule 4 - Information Categories: Categorization of different types of confidential information and their handling requirements
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
6. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Due Diligence Exercise
Permitted Purpose
Representatives
Affiliates
Transaction
Personal Data
Business Day
Disclosing Party
Receiving Party
Group
Authorized Recipients
Data Room
Trade Secrets
Professional Advisors
Evaluation Material
Permitted Disclosures
Project
Confidentiality Undertaking
Information Security Measures
Associated Person
Control
Intellectual Property Rights
Banking Information
Material Breach
Restricted Period
Evaluation Period
Business Information
Technical Information
Proprietary Information
Information Use
Data Protection
Access Rights
Security Measures
Return of Information
Permitted Disclosures
Non-Solicitation
Duration
Survival
Breach and Remedies
Governing Law
Jurisdiction
Assignment
Notices
Severability
Entire Agreement
Amendments
Third Party Rights
Force Majeure
Data Room Access
Representatives' Obligations
Intellectual Property
Banking Secrecy
Competition Law Compliance
Destruction of Information
Non-Circumvention
Publicity
Costs
Waiver
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Energy
Retail
Telecommunications
Professional Services
Pharmaceuticals
Industrial
Consumer Goods
Infrastructure
Media and Entertainment
Agriculture
Legal
Compliance
Corporate Development
Mergers and Acquisitions
Finance
Risk Management
Information Security
Data Protection
Executive Leadership
Corporate Secretariat
Business Development
Investment
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Director
Investment Manager
Due Diligence Manager
Legal Counsel
Compliance Officer
Risk Manager
Business Development Director
Information Security Officer
Data Protection Officer
Corporate Secretary
Finance Director
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