Due Diligence NDA for the Netherlands

Due Diligence NDA Template for Netherlands

A comprehensive confidentiality agreement specifically designed for due diligence processes under Dutch law. This document establishes the framework for protecting confidential information shared during corporate transactions, ensuring compliance with Dutch civil law, EU GDPR requirements, and the Dutch Trade Secrets Act. It includes specific provisions for data room access, clean team arrangements, and the handling of commercially sensitive information, while incorporating Dutch legal principles regarding contract formation and enforcement. The agreement is structured to protect both the disclosing and receiving parties' interests during the due diligence process, with particular attention to Dutch and EU regulatory requirements.

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What is a Due Diligence NDA?

The Due Diligence NDA is essential for corporate transactions in the Netherlands where sensitive business information needs to be shared for evaluation purposes. This document is typically used before commencing detailed due diligence investigations in mergers, acquisitions, investments, or significant commercial partnerships. It protects confidential information including financial data, trade secrets, customer information, employee data, and other sensitive business information. Governed by Dutch law and compliant with EU regulations, particularly GDPR and the Trade Secrets Directive, this agreement establishes clear protocols for information sharing, data room access, and confidentiality obligations. It's particularly important in the Dutch market where international transactions are common and regulatory compliance is strictly enforced. The document typically includes specific provisions for cross-border information sharing, clean team arrangements, and data protection requirements unique to the Dutch legal framework.

What sections should be included in a Due Diligence NDA?

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 agreement

3. Definitions: Key terms including Confidential Information, Due Diligence Process, Permitted Purpose, Representatives, and Affiliated Entities

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

5. Permitted Disclosure and Use: Specific purposes for which confidential information may be used and conditions for disclosure to representatives

6. Obligations of Receiving Party: Security measures, standard of care, and specific duties in handling confidential information

7. Data Protection and GDPR Compliance: Specific provisions for handling personal data in compliance with GDPR and Dutch implementation law

8. Return or Destruction of Confidential Information: Requirements and procedures for returning or destroying confidential information upon completion or termination

9. Duration and Survival: Term of the agreement and surviving obligations after termination

10. Breach and Remedies: Consequences of breach and available remedies under Dutch law

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Due Diligence NDA?

1. Clean Team Arrangements: Special provisions for handling particularly sensitive information through designated clean teams - used when dealing with competitors or in M&A contexts

2. Competition Law Compliance: Specific provisions for compliance with competition laws - required when parties are competitors

3. Third Party Rights: Provisions regarding rights of third parties whose information may be included - needed when third party information is likely to be disclosed

4. International Data Transfers: Provisions for cross-border data transfers - required when parties are in different jurisdictions

5. Insider Trading Prevention: Special provisions for handling market-sensitive information - required for listed companies

6. Intellectual Property Rights: Specific provisions protecting IP rights - needed when IP forms significant part of due diligence

What schedules should be included in a Due Diligence NDA?

1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information

2. Schedule 2 - Security Protocols: Detailed security measures and procedures for handling confidential information

3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using the data room

4. Schedule 4 - Processing Activities: Description of personal data processing activities under GDPR

5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings to be signed by representatives

6. Appendix B - 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 | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Energy

Retail

Telecommunications

Professional Services

Infrastructure

Life Sciences

Consumer Goods

Media and Entertainment

Transportation and Logistics

Education

Relevant Teams

Legal

Mergers & Acquisitions

Corporate Development

Finance

Compliance

Risk Management

Business Development

Strategy

Investment Banking

Information Security

Data Protection

Executive Leadership

Relevant Roles

General Counsel

Legal Counsel

Corporate Lawyer

M&A Director

Chief Financial Officer

Business Development Director

Investment Manager

Due Diligence Manager

Compliance Officer

Data Protection Officer

Corporate Secretary

Investment Banker

Private Equity Associate

Transaction Advisory Manager

Chief Executive Officer

Chief Operating Officer

Strategy Director

Risk Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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