The Due Diligence Confidentiality Agreement is essential for protecting sensitive business information during corporate transactions under Irish law. It is typically used in the early stages of mergers, acquisitions, investments, or significant commercial partnerships where one party needs to disclose confidential business information to another for evaluation purposes. The agreement incorporates specific requirements of Irish law, including compliance with the Data Protection Act 2018, GDPR, and the European Union (Protection of Trade Secrets) Regulations 2018. It provides a framework for sharing sensitive commercial and technical information while maintaining confidentiality and establishing clear obligations for all parties involved. The document is particularly important in the Irish business context, where many international companies maintain significant operations and where cross-border transactions are common.
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1. Parties: Identification of the disclosing party and receiving party, including registered addresses and company numbers
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Transaction'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
6. Data Protection: Provisions ensuring compliance with GDPR and Data Protection Act 2018
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
9. Duration and Survival: Term of the agreement and provisions that survive termination
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Insider Trading: Required if either party is a listed company or the transaction involves listed securities
2. Clean Team Arrangements: Used when competitors are sharing commercially sensitive information requiring special handling
3. Standstill Provisions: Optional provisions preventing the receiving party from acquiring shares or assets without consent
4. Non-Solicitation: Optional restrictions on soliciting employees or customers, if relevant to the transaction
5. Exclusivity: Optional provisions granting exclusive negotiating rights for a specified period
6. Deal Team Restrictions: Used when specific individuals or teams need to be restricted from certain activities
1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2 - Security Protocols: Detailed security requirements and procedures for handling confidential information
3. Schedule 3 - Data Processing Requirements: Specific GDPR and data protection compliance requirements
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
5. Appendix B - Information Classification Guidelines: Guidelines for classification and handling of different types of confidential information
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