The Due Diligence Confidentiality Agreement is a critical document used in Malaysian corporate transactions when one party needs to examine confidential information of another party for evaluation purposes, typically in mergers, acquisitions, investments, or strategic partnerships. This agreement, governed by Malaysian law, ensures that sensitive business information, trade secrets, and personal data are protected during the due diligence process. It incorporates requirements from Malaysian legislation, including the Personal Data Protection Act 2010, Companies Act 2016, and relevant common law principles. The document is essential for establishing trust between parties while facilitating necessary information sharing for business evaluation purposes. It includes specific provisions for data room access, handling of electronic information, and requirements for both physical and digital security measures.
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1. Parties: Identification of the disclosing party, receiving party, and any other relevant parties (such as affiliated companies or representatives)
2. Background: Context of the due diligence process, purpose of the agreement, and general introduction to the proposed transaction
3. Definitions: Detailed definitions including 'Confidential Information', 'Representatives', 'Permitted Purpose', 'Affiliate', and other key terms
4. Disclosure and Use of Confidential Information: Terms governing how confidential information will be disclosed and restrictions on its use
5. Obligations of Receiving Party: Specific duties regarding protection, storage, and handling of confidential information
6. Security Measures: Required security protocols and measures for protecting confidential information
7. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or as required by law
8. Return or Destruction of Confidential Information: Requirements for handling confidential information after the due diligence process
9. Duration and Survival: Term of the agreement and provisions that survive termination
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees or customers, used when human capital or customer relationships are significant
2. Standstill Provisions: Restrictions on acquiring target company shares, used for listed companies or when there are multiple potential buyers
3. Anti-Trust/Competition Compliance: Special provisions for handling competitively sensitive information, used when parties are competitors
4. Data Protection Compliance: Specific provisions for compliance with PDPA 2010, used when personal data is involved
5. Clean Room Procedures: Procedures for handling particularly sensitive commercial information, used in competitor situations
6. Representatives' Undertaking: Additional obligations for representatives accessing the information, used for complex due diligence processes
1. Schedule 1 - Scope of Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Security Protocols: Specific security measures and procedures to be followed
3. Schedule 3 - Authorized Representatives: List of authorized individuals or roles who may access the confidential information
4. Appendix A - Form of Representative Undertaking: Template undertaking to be signed by representatives accessing confidential information
5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room if applicable
Relevant legal definitions
Affiliate
Agreement
Authorized Representative
Board
Business Day
Companies Act
Confidential Information
Data Protection Laws
Data Room
Disclosing Party
Due Diligence
Effective Date
Electronic Information
Group
Information
Laws
Notice
Parent Company
Permitted Purpose
Personal Data
Project
Receiving Party
Representatives
Security Measures
Subsidiary
Term
Territory
Transaction
Unauthorized Disclosure
Agreement
Authorized Representative
Board
Business Day
Companies Act
Confidential Information
Data Protection Laws
Data Room
Disclosing Party
Due Diligence
Effective Date
Electronic Information
Group
Information
Laws
Notice
Parent Company
Permitted Purpose
Personal Data
Project
Receiving Party
Representatives
Security Measures
Subsidiary
Term
Territory
Transaction
Unauthorized Disclosure
Clauses
Confidentiality
Information Security
Data Protection
Access Rights
Non-Disclosure
Permitted Use
Return of Information
Destruction of Information
Third Party Disclosure
Intellectual Property
Non-Solicitation
Duration
Survival
Breach Notification
Remedies
Injunctive Relief
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Force Majeure
Notices
Counterparts
Amendments
Waiver
Third Party Rights
Costs
Information Security
Data Protection
Access Rights
Non-Disclosure
Permitted Use
Return of Information
Destruction of Information
Third Party Disclosure
Intellectual Property
Non-Solicitation
Duration
Survival
Breach Notification
Remedies
Injunctive Relief
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Force Majeure
Notices
Counterparts
Amendments
Waiver
Third Party Rights
Costs
Relevant Industries
Manufacturing
Technology
Financial Services
Healthcare
Real Estate
Energy
Telecommunications
Retail
Education
Professional Services
Construction
Mining and Natural Resources
Agriculture
Transportation and Logistics
Relevant Teams
Legal
Corporate Finance
Mergers & Acquisitions
Compliance
Risk Management
Information Security
Business Development
Executive Management
Corporate Secretarial
Data Protection
Investment Banking
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Due Diligence Manager
M&A Director
Business Development Manager
Risk Manager
Compliance Officer
Information Security Officer
Data Protection Officer
Investment Banker
Transaction Advisory Manager
Corporate Finance Director
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