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1. Parties: Identification of the disclosing party, receiving party, and any other relevant parties
2. Background: Context of the due diligence exercise and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Affiliate'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and any exclusions
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and advisors
7. Information Security Measures: Specific measures required to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after the purpose is complete
9. Term and Termination: Duration of the agreement and termination provisions
10. Survival: Obligations that continue after termination
11. Remedies: Rights and remedies in case of breach, including injunctive relief
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.
1. Data Protection Compliance: Required when personal data is involved in the due diligence process
2. Electronic Information Sharing: Specific provisions for virtual data rooms and electronic sharing of confidential information
3. Representatives' Undertaking: Required when representatives need to sign separate confidentiality undertakings
4. Non-Solicitation: Optional restrictions on soliciting employees or customers identified during due diligence
5. Standstill Provisions: For listed companies, restrictions on share dealing based on confidential information
6. Anti-trust/Competition Compliance: Required for transactions involving competitors or market-sensitive information
7. Parent Company Guarantee: When additional security is required from a parent company
1. Schedule 1 - Authorized Representatives: List of authorized representatives who may access confidential information
2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures
3. Schedule 3 - Form of Representative Undertaking: Template confidentiality undertaking for representatives
4. Schedule 4 - Information Return/Destruction Certificate: Form to certify return or destruction of confidential information
5. Appendix A - Specific Categories of Confidential Information: Detailed list of specific types of confidential information covered
6. Appendix B - Data Room Rules: Rules and procedures for accessing and using virtual or physical data rooms
Purpose
Disclosing Party
Receiving Party
Representatives
Affiliates
Group
Permitted Purpose
Data Room
Business Day
Effective Date
Electronic Information
Evaluation Material
Personal Data
Professional Advisers
Project
Related Person
Restricted Period
Sensitive Information
Trade Secrets
Transaction
Unauthorized Disclosure
Working Papers
Material Breach
Proprietary Information
Applicable Law
Competent Authority
Intellectual Property Rights
Security Measures
Third Party
Use Restrictions
Information Security
Return of Information
Permitted Disclosures
Term and Survival
Remedies
Damages
Indemnification
Governing Law
Jurisdiction
Notice
Electronic Data Protection
Representatives' Obligations
Exceptions to Confidentiality
Data Room Access
Assignment
Amendment
Severability
Force Majeure
Entire Agreement
Third Party Rights
Counterparts
Non-Solicitation
Costs
Waiver
Further Assurance
Intellectual Property
Information Technology
Manufacturing
Healthcare
Financial Services
Real Estate
Retail
E-commerce
Telecommunications
Pharmaceuticals
Energy
Infrastructure
Education
Automotive
Consumer Goods
Media and Entertainment
Legal
Finance
Corporate Development
Mergers and Acquisitions
Compliance
Risk Management
Business Development
Strategy
Investment
Due Diligence
Information Security
Corporate Secretarial
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Manager
Investment Banker
Due Diligence Officer
Merger & Acquisition Specialist
Legal Counsel
Compliance Officer
Business Development Manager
Investment Analyst
Private Equity Associate
Corporate Secretary
Risk Manager
Strategy Director
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