Non Disclosure Agreement Due Diligence Template for India

This document is a comprehensive Non-Disclosure Agreement specifically designed for due diligence processes under Indian law. It provides a robust framework for protecting confidential information during corporate investigations, mergers, acquisitions, or investment processes. The agreement incorporates key provisions of Indian contract law, data protection requirements, and established business practices, while ensuring compliance with relevant Indian legislation including the Indian Contract Act, 1872, and Information Technology Act, 2000. It addresses both physical and digital confidential information handling, with specific provisions for data room access and management.

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What is a Non Disclosure Agreement Due Diligence?

This Non Disclosure Agreement Due Diligence template is essential for protecting sensitive information during corporate due diligence processes in India. It is typically used when one party needs to examine confidential business information of another party for potential transactions such as mergers, acquisitions, investments, or strategic partnerships. The agreement ensures compliance with Indian legal requirements while providing comprehensive protection for confidential information, including financial data, trade secrets, customer information, and proprietary technology. It incorporates specific provisions required under Indian law, including remedies available under the Indian Contract Act, 1872, and addresses both traditional and digital due diligence processes. The document is structured to accommodate various transaction sizes and complexities, from startup investments to large corporate acquisitions.

What sections should be included in a Non Disclosure Agreement Due Diligence?

1. Parties: Identification of the disclosing party, receiving party, and any authorized representatives

2. Background: Context of the due diligence process and purpose of the agreement

3. Definitions: Detailed definitions including Confidential Information, Due Diligence Process, Authorized Representatives, and other key terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence

5. Obligations of Confidentiality: Core confidentiality obligations including use restrictions and security measures

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to authorized persons

7. Return or Destruction of Confidential Information: Procedures for handling confidential information after the due diligence process

8. Term and Survival: Duration of the agreement and surviving obligations

9. Breach and Remedies: Consequences of breach and available legal remedies

10. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

What sections are optional to include in a Non Disclosure Agreement Due Diligence?

1. Data Privacy Compliance: Specific provisions for handling personal data - include when personal data is part of due diligence

2. Electronic Information Security: Specific provisions for digital data protection - include for virtual data rooms

3. Non-Solicitation: Restrictions on soliciting employees or customers - include for competitive situations

4. Standstill Provisions: Restrictions on acquiring company shares - include for public company transactions

5. Reverse Engineering Prohibition: Specific restrictions on reverse engineering - include for technology companies

6. Assignment and Delegation: Rules for transferring rights - include for complex corporate structures

7. Regulatory Compliance: Industry-specific compliance requirements - include for regulated industries

What schedules should be included in a Non Disclosure Agreement Due Diligence?

1. Schedule 1 - Authorized Representatives: List of authorized personnel who may access confidential information

2. Schedule 2 - Scope of Due Diligence: Detailed description of the due diligence scope and process

3. Schedule 3 - Security Protocols: Specific security measures for handling confidential information

4. Appendix A - Confidential Information Categories: Detailed categorization of types of confidential information

5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room

6. Appendix C - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use

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