This Due Diligence NDA template is essential for businesses conducting thorough investigations prior to corporate transactions in Malta. It is specifically designed to protect confidential information exchanged during due diligence processes while ensuring compliance with Maltese law, EU regulations, and international best practices. The document is particularly relevant for transactions involving Maltese companies or foreign entities conducting business through Malta, addressing key areas such as data protection under GDPR, professional secrecy requirements, and financial services regulations. This Due Diligence NDA is commonly used in mergers, acquisitions, investments, and strategic partnerships, providing comprehensive protection for sensitive business, financial, and operational information.
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1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities
2. Background: Context of the due diligence process and purpose of the NDA
3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, and Affiliated Entities
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 and standards of care required
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
7. Data Protection Compliance: GDPR and Maltese data protection law compliance requirements
8. Security Measures: Required security measures for protecting confidential information
9. Return or Destruction of Information: Obligations regarding the handling of confidential information after the due diligence process
10. Duration and Survival: Term of the agreement and surviving obligations
11. Remedies: Available remedies in case of breach, including injunctive relief
12. Governing Law and Jurisdiction: Specification of Maltese law and jurisdiction
13. Execution: Signature blocks and execution formalities
1. Non-Solicitation: Restrictions on soliciting employees or clients, used when human capital is a key asset
2. Standstill Provisions: Restrictions on acquiring target company shares, used in public company scenarios
3. Exclusivity: Exclusive dealing provisions, used when parties want to ensure exclusive negotiations
4. Inside Information: Special provisions for handling market-sensitive information, used for listed companies
5. Anti-Trust/Competition: Special handling of competitively sensitive information, used when parties are competitors
6. Assignment: Transfer of rights provisions, used in complex corporate structures
7. Electronic Information Security: Specific IT security requirements, used when digital data rooms are employed
1. Schedule 1 - Scope of Due Diligence: Detailed description of the due diligence scope and areas of investigation
2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4 - Data Room Rules: Rules and procedures for accessing and using the data room
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
6. Appendix B - Data Processing Requirements: Specific GDPR and data protection compliance requirements
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