A Due Diligence NDA is essential for protecting sensitive business information during corporate transactions in India. This document is typically used when one party needs to evaluate another's business for potential investment, merger, acquisition, or strategic partnership. It establishes the framework for sharing confidential information while ensuring legal protection under Indian law, including the Indian Contract Act, 1872, and the Information Technology Act, 2000. The agreement is crucial in the preliminary stages of business transactions, protecting both the disclosing and receiving parties' interests while facilitating necessary information exchange for business evaluation. It addresses specific requirements for digital data protection, cross-border information transfer, and industry-specific compliance requirements where applicable.
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1. Parties: Identification of the disclosing party, receiving party, and any affiliated entities involved in the due diligence process
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Detailed definitions including Confidential Information, Permitted Purpose, Representatives, Affiliates, and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and explicit exclusions
5. Permitted Disclosure: Circumstances under which confidential information may be disclosed and to whom
6. Obligations of Receiving Party: Core confidentiality obligations, security measures, and standard of care required
7. Representatives and Responsibility: Provisions regarding disclosure to representatives and responsibility for their compliance
8. Data Protection and Security: Specific measures for protecting electronic data and compliance with Indian IT laws
9. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
10. Term and Survival: Duration of the agreement and provisions that survive termination
11. Remedies: Rights and remedies in case of breach, including injunctive relief
12. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices
1. Merger and Acquisition Provisions: Additional provisions specific to M&A due diligence, including standstill provisions
2. Clean Team Arrangements: Specific procedures for handling competitively sensitive information
3. International Transfer of Data: Additional provisions when confidential information will be transferred outside India
4. Industry-Specific Compliance: Additional compliance requirements for regulated industries (e.g., healthcare, financial services)
5. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the due diligence context
6. Intellectual Property Rights: Special provisions regarding IP rights when IP is a significant part of the due diligence
1. Schedule 1 - Authorized Representatives: List of authorized representatives who may access confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and protocols for handling confidential information
3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using the data room
4. Schedule 4 - Information Categories: Categorization of different types of confidential information and their handling requirements
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives
6. Appendix B - Destruction Certificate: Template certificate confirming destruction of confidential information
Relevant legal definitions
Confidential Information
Permitted Purpose
Permitted Recipients
Representatives
Affiliates
Group
Business Day
Disclosing Party
Receiving Party
Evaluation Material
Personal Data
Sensitive Personal Data
Trade Secrets
Intellectual Property Rights
Data Room
Clean Team
Professional Advisers
Associated Person
Authorised Recipients
Control
Digital Information
Electronic Form
Excluded Information
Material Breach
Permitted Disclosures
Project
Related Party
Relevant Transfer
Security Protocols
Subsidiary
Term
Third Party
Transaction
Permitted Purpose
Permitted Recipients
Representatives
Affiliates
Group
Business Day
Disclosing Party
Receiving Party
Evaluation Material
Personal Data
Sensitive Personal Data
Trade Secrets
Intellectual Property Rights
Data Room
Clean Team
Professional Advisers
Associated Person
Authorised Recipients
Control
Digital Information
Electronic Form
Excluded Information
Material Breach
Permitted Disclosures
Project
Related Party
Relevant Transfer
Security Protocols
Subsidiary
Term
Third Party
Transaction
Clauses
Confidentiality
Non-Disclosure
Permitted Use
Data Protection
Information Security
Return of Information
Destruction of Information
Term and Survival
Permitted Disclosure
Representatives' Obligations
Remedies
Indemnification
Governing Law
Jurisdiction
Dispute Resolution
Notice Requirements
Electronic Communications
Data Room Access
Clean Team Arrangements
Information Transfer
Intellectual Property
Non-Solicitation
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Third Party Rights
Counterparts
Costs
Non-Disclosure
Permitted Use
Data Protection
Information Security
Return of Information
Destruction of Information
Term and Survival
Permitted Disclosure
Representatives' Obligations
Remedies
Indemnification
Governing Law
Jurisdiction
Dispute Resolution
Notice Requirements
Electronic Communications
Data Room Access
Clean Team Arrangements
Information Transfer
Intellectual Property
Non-Solicitation
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Third Party Rights
Counterparts
Costs
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
E-commerce
Telecommunications
Pharmaceuticals
Automotive
Energy
Infrastructure
Retail
Education
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Information Security
Risk Management
Strategy
Business Development
Information Technology
Data Protection
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Manager
Due Diligence Officer
Compliance Manager
Information Security Officer
Business Development Director
M&A Director
Risk Manager
Strategy Director
Corporate Secretary
Data Protection Officer
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