This NDA Mergers And Acquisitions document is essential for protecting confidential information during M&A transactions in Nigeria. It should be used at the initial stages of any potential merger, acquisition, or business combination when parties begin to exchange sensitive business information. The document incorporates key requirements from Nigerian legislation, including CAMA 2020, the Investment and Securities Act, and the Nigeria Data Protection Regulation. It addresses specific needs of M&A transactions such as due diligence processes, clean team arrangements, and deal team access protocols. The agreement is particularly important given Nigeria's developing corporate landscape and the increasing complexity of cross-border transactions in the region.
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1. Parties: Identification of the disclosing and receiving parties, including their registered addresses and company details
2. Background: Context of the potential M&A transaction and purpose of sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Transaction'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the M&A context
5. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Information Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Survival: Term of the agreement and surviving obligations
10. Non-Solicitation and Non-Competition: Restrictions on soliciting employees or competing with the disclosing party
11. Remedies: Available remedies in case of breach, including injunctive relief
12. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
13. General Provisions: Standard provisions including amendments, notices, and severability
1. Reverse Non-Disclosure: Mutual confidentiality obligations when both parties will be sharing confidential information
2. Anti-Trust Compliance: Required for transactions that may have competition law implications
3. Data Protection Compliance: Specific provisions for compliance with NDPR when personal data is involved
4. Standstill Provisions: Restrictions on acquiring target company shares during negotiations, relevant for public company transactions
5. Deal Team Procedures: Specific procedures for deal team composition and clean team arrangements
6. Public Announcements: Controls on public statements about the potential transaction, particularly important for listed companies
7. Securities Trading Restrictions: Insider trading prevention provisions, necessary for public company transactions
1. Schedule 1 - Authorized Representatives: List of authorized representatives who may access confidential information
2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures
3. Schedule 3 - Disclosure Process: Process for requesting and providing access to confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room
6. Appendix C - Clean Team Protocol: Procedures and requirements for clean team members handling commercially sensitive information
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