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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 agreement
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. Permitted Use and Disclosure: Specific permitted uses of confidential information and authorized recipients
6. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
7. Security Measures: Required procedures for protecting and securing confidential information
8. Return or Destruction of Information: Requirements for handling confidential information after the due diligence process
9. Duration of Obligations: Term of the agreement and survival of confidentiality obligations
10. Breach and Remedies: Consequences of breach and available remedies
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Data Privacy Compliance: Specific provisions for handling personal data under PDPO - include when personal data will be reviewed
2. Inside Information: Special provisions for handling price-sensitive information - include for listed companies
3. Electronic Information Systems: Provisions for virtual data rooms and electronic information sharing - include for digital due diligence
4. Competition Law Compliance: Provisions ensuring compliance with competition laws - include when parties are competitors
5. Third Party Rights: Rights of third parties under the Contracts (Rights of Third Parties) Ordinance - include if third party rights are relevant
6. Reverse Engineering Prohibition: Specific restrictions on reverse engineering - include for technical or IP-heavy due diligence
7. Standstill Provisions: Restrictions on using information for hostile takeovers - include for public company targets
1. Authorized Representatives: List of individuals authorized to access confidential information
2. Scope of Due Diligence: Detailed description of the due diligence areas and required information
3. Security Protocols: Specific security measures and procedures for handling confidential information
4. Data Room Rules: Rules and procedures for accessing and using the data room
5. Clean Team Procedures: Procedures for clean team members handling particularly sensitive information
6. Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives
7. Notification Details: Contact details for notices and authorized representatives
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