This NDA for Acquisition is a crucial document used in the initial stages of merger and acquisition discussions in Malaysia, where parties need to exchange sensitive business information for transaction evaluation. The agreement ensures compliance with Malaysian legal requirements while providing comprehensive protection for confidential information shared during due diligence. It incorporates specific provisions addressing local corporate governance requirements, data protection laws, and market practices unique to the Malaysian business environment. The document is typically executed before detailed due diligence begins and remains effective throughout the transaction process, protecting both parties' interests whether or not the acquisition proceeds. It includes specific provisions for information handling, permitted disclosures, and post-discussion obligations, all structured within the Malaysian legal framework.
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1. Parties: Identification of the disclosing party (typically the target company) and receiving party (potential acquirer), including full legal names and registration details
2. Background: Context of the potential acquisition and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Affiliate', and 'Transaction'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the potential acquisition
5. Permitted Disclosures: Circumstances under which confidential information can be shared with representatives, advisors, and other permitted parties
6. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
7. Return or Destruction of Confidential Information: Requirements for handling confidential information if the acquisition does not proceed
8. Non-Solicitation: Restrictions on soliciting or hiring employees of the target company
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Announcements and Publicity: Restrictions on public statements about the potential transaction
11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and choice of courts
12. General Provisions: Standard provisions including severability, amendments, and notices
1. Standstill Provisions: Restrictions on acquiring shares or assets without consent, typically included for public companies or when dealing with competitors
2. Exclusivity: Provisions preventing the target from engaging with other potential buyers, included when parties want to ensure exclusive negotiations
3. Securities Laws Compliance: Special provisions for listed companies regarding insider trading and market disclosure obligations
4. Data Protection Compliance: Specific provisions addressing personal data handling under Malaysian PDPA, needed when personal data will be shared
5. Non-Circumvention: Provisions preventing direct contact with customers, suppliers, or employees, useful when sharing sensitive relationship information
6. Competitive Information Handling: Special procedures for handling competitively sensitive information, needed when parties are competitors
1. Schedule 1: Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2: Information Security Requirements: Specific technical and organizational measures required for protecting confidential information
3. Schedule 3: Excluded Information: List of specific information or categories of information excluded from confidentiality obligations
4. Appendix A: Form of Confidentiality Undertaking: Template confidentiality agreement for representatives and advisors
5. Appendix B: Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Relevant legal definitions
Affiliate
Authorized Representative
Business Day
Confidential Information
Disclosing Party
Due Diligence
Effective Date
Evaluation Material
Group
Information Security Requirements
Intellectual Property Rights
Material Adverse Effect
Permitted Purpose
Professional Advisors
Project Name
Receiving Party
Related Corporation
Representatives
Securities
Subsidiary
Target Business
Term
Territory
Transaction
Vendor
Authorized Representative
Business Day
Confidential Information
Disclosing Party
Due Diligence
Effective Date
Evaluation Material
Group
Information Security Requirements
Intellectual Property Rights
Material Adverse Effect
Permitted Purpose
Professional Advisors
Project Name
Receiving Party
Related Corporation
Representatives
Securities
Subsidiary
Target Business
Term
Territory
Transaction
Vendor
Clauses
Confidentiality
Non-Disclosure
Information Protection
Permitted Use
Permitted Disclosure
Return of Information
Non-Solicitation
Non-Circumvention
Announcements
Data Protection
Insider Trading
Duration
Survival
Remedies
Indemnification
Governing Law
Jurisdiction
Notice
Assignment
Amendment
Severability
Entire Agreement
Counterparts
Third Party Rights
Force Majeure
Costs
Termination
Non-Disclosure
Information Protection
Permitted Use
Permitted Disclosure
Return of Information
Non-Solicitation
Non-Circumvention
Announcements
Data Protection
Insider Trading
Duration
Survival
Remedies
Indemnification
Governing Law
Jurisdiction
Notice
Assignment
Amendment
Severability
Entire Agreement
Counterparts
Third Party Rights
Force Majeure
Costs
Termination
Relevant Industries
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Agriculture
Mining
Construction
Education
Transportation
Hospitality
Relevant Teams
Legal
Mergers & Acquisitions
Corporate Development
Finance
Strategy
Risk Management
Compliance
Executive Leadership
Corporate Secretariat
Business Development
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Head of Mergers & Acquisitions
Corporate Development Director
Investment Director
Legal Counsel
Company Secretary
Due Diligence Manager
Integration Manager
Strategy Director
Business Development Manager
Financial Controller
Risk Manager
Compliance Officer
Investment Banker
Transaction Advisory Partner
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