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Due Diligence NDA
1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities
2. Background: Context of the due diligence process and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Affiliate'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context
5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Data Protection and Security: Compliance with Danish Data Protection Act and security measures for handling confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information after the due diligence process
9. Duration and Survival: Term of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies under Danish law
11. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction
1. Clean Team Arrangements: Special provisions for handling particularly sensitive commercial information, used when dealing with competitors
2. Insider Trading Prevention: Required for due diligence involving publicly traded companies
3. Anti-trust Compliance: Additional provisions when the due diligence involves competitors or market-sensitive information
4. Digital Security Protocols: Specific requirements for digital data rooms and electronic information sharing
5. Non-Solicitation: Optional restrictions on approaching employees or customers, if relevant to the transaction
6. Standstill Provisions: For public companies, restrictions on acquiring shares during the due diligence process
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and procedures for handling confidential information
3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using the data room
4. Appendix A - Form of Confidentiality Undertaking: Template for individual confidentiality undertakings by representatives
5. Appendix B - Information Classification Guide: Guidelines for classification levels of different types of confidential information
Authors
Permitted Purpose
Representatives
Affiliates
Data Room
Clean Team
Personal Data
Trade Secrets
Group
Associated Persons
Business Day
Disclosed Information
Due Diligence Investigation
Electronic Information
Evaluation Material
Inside Information
Project
Purpose
Receiving Party
Disclosing Party
Security Requirements
Target Company
Transaction
Unauthorized Disclosure
Working Papers
Professional Advisers
Permitted Recipients
Data Protection Laws
Intellectual Property Rights
Related Persons
Data Protection
Information Security
Permitted Use
Permitted Disclosure
Return of Information
Destruction of Information
Non-Solicitation
Non-Circumvention
Duration
Survival
Breach
Remedies
Indemnification
Notice
Assignment
Third Party Rights
Severability
Entire Agreement
Variation
Counterparts
Electronic Execution
Data Room Access
Clean Team Arrangements
Competition Law Compliance
Governing Law
Jurisdiction
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