The Data Room Confidentiality Agreement is essential for protecting sensitive business information shared during corporate transactions in India. This document is typically used when a company needs to share confidential information with potential investors, buyers, or business partners through a secure data room environment. The agreement combines requirements from Indian information technology laws, data protection regulations, and contract law to create a comprehensive framework for information sharing. It addresses specific considerations under Indian jurisdiction including IT Act compliance, data privacy requirements, and enforceability under Indian contract law. The agreement is particularly crucial in M&A transactions, due diligence processes, and strategic partnerships where extensive confidential information needs to be shared in a controlled environment.
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1. Parties: Identification of the disclosing party (data room provider), receiving party (data room user), and any authorized representatives
2. Background: Context of the data room setup, purpose of information sharing (e.g., due diligence, M&A transaction)
3. Definitions: Key terms including Confidential Information, Authorized Users, Data Room, Access Period, Project
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the data room context
5. Access Rights and Procedures: Rules and procedures for accessing the data room, including user authentication and security protocols
6. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information
7. Security Measures: Required technical and organizational security measures for accessing and handling confidential information
8. Authorized Users: Provisions regarding who can access the data room and their obligations
9. Term and Termination: Duration of access rights and agreement, termination circumstances and procedures
10. Return or Destruction of Information: Requirements for handling confidential information after access period ends
11. Breach and Remedies: Consequences of breach, available remedies, and indemnification provisions
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Clean Team Arrangements: Used when certain highly sensitive information requires restricted access by specific individuals
2. Third Party Information: Include when the data room contains information owned by or relating to third parties
3. Competing Business Restrictions: Used when recipients may be competitors and additional safeguards are needed
4. Data Privacy Compliance: Required when personal data is included in the data room content
5. Export Control Compliance: Include when information is subject to export control regulations
6. Specific Industry Regulations: Add when industry-specific regulatory compliance is required (e.g., healthcare, financial services)
1. Schedule 1 - Data Room Access Procedures: Detailed technical procedures for accessing and using the data room
2. Schedule 2 - Authorized Users List: List of approved users with their access levels and contact details
3. Schedule 3 - Security Protocols: Specific security requirements and procedures for data room access
4. Schedule 4 - Confidential Information Categories: Categorization of different types of confidential information and associated access levels
5. Appendix A - User Undertaking Form: Individual confidentiality undertaking to be signed by each authorized user
6. Appendix B - Clean Team Protocol: Detailed procedures for clean team members if applicable
Relevant legal definitions
Affiliate
Agreement
Authorized Personnel
Authorized Purpose
Authorized Representative
Clean Team
Clean Team Member
Confidential Information
Control
Data Room
Data Room Administrator
Data Room Materials
Data Room Rules
Derivative Materials
Disclosing Party
Electronic Access
Group
Information Owner
Intellectual Property Rights
Party/Parties
Personal Data
Project
Recipient
Related Person
Representatives
Security Protocols
Sensitive Information
Subsidiary
Term
Third Party Information
Transaction
Unauthorized Access
User Credentials
User Log
Virtual Data Room
Agreement
Authorized Personnel
Authorized Purpose
Authorized Representative
Clean Team
Clean Team Member
Confidential Information
Control
Data Room
Data Room Administrator
Data Room Materials
Data Room Rules
Derivative Materials
Disclosing Party
Electronic Access
Group
Information Owner
Intellectual Property Rights
Party/Parties
Personal Data
Project
Recipient
Related Person
Representatives
Security Protocols
Sensitive Information
Subsidiary
Term
Third Party Information
Transaction
Unauthorized Access
User Credentials
User Log
Virtual Data Room
Clauses
Confidentiality Obligations
Access Rights
Data Protection
Security Measures
Clean Team Provisions
Use Restrictions
Information Return/Destruction
Term and Termination
Breach and Remedies
Intellectual Property
Representatives and Personnel
Technical Requirements
Monitoring and Audit Rights
Third Party Rights
Data Privacy Compliance
Export Control
Force Majeure
Governing Law
Dispute Resolution
Assignment
Severability
Entire Agreement
Notices
Amendments
Counterparts
Survival
Indemnification
Liability Limitations
Warranties and Representations
Electronic Records Compliance
Access Rights
Data Protection
Security Measures
Clean Team Provisions
Use Restrictions
Information Return/Destruction
Term and Termination
Breach and Remedies
Intellectual Property
Representatives and Personnel
Technical Requirements
Monitoring and Audit Rights
Third Party Rights
Data Privacy Compliance
Export Control
Force Majeure
Governing Law
Dispute Resolution
Assignment
Severability
Entire Agreement
Notices
Amendments
Counterparts
Survival
Indemnification
Liability Limitations
Warranties and Representations
Electronic Records Compliance
Relevant Industries
Mergers & Acquisitions
Private Equity
Investment Banking
Technology
Healthcare
Manufacturing
Real Estate
Financial Services
Professional Services
Energy
Infrastructure
Telecommunications
Pharmaceuticals
Business Process Outsourcing
Relevant Teams
Legal
Compliance
Information Security
Corporate Development
Mergers & Acquisitions
Risk Management
Information Technology
Data Protection
Finance
Strategy
Operations
Relevant Roles
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Data Protection Officer
Chief Information Security Officer
M&A Director
Investment Manager
Due Diligence Manager
Corporate Development Director
Transaction Advisory Manager
Information Security Manager
Risk Manager
Project Manager
Deal Manager
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