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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 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
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
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
Authorised Recipients
Business Day
Clean Team
Confidential Information
Data Protection Laws
Data Room
Disclosing Party
Due Diligence Process
Effective Date
Group
Inside Information
Intellectual Property Rights
Personal Data
Permitted Purpose
Processing
Project
Receiving Party
Representatives
Security Requirements
Subsidiary
Target Company
Term
Third Party Information
Trade Secrets
Transaction
Permitted Use
Disclosure Restrictions
Data Protection
Information Security
Clean Team Arrangements
Return of Information
Destruction of Information
Term and Survival
Non-Solicitation
Non-Circumvention
Intellectual Property
Inside Information
Competition Law Compliance
Representatives' Obligations
Data Room Access
Breach Notification
Remedies
Indemnification
Assignment
Third Party Rights
Notices
Severability
Governing Law
Jurisdiction
Entire Agreement
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Energy
Retail
Telecommunications
Professional Services
Infrastructure
Life Sciences
Consumer Goods
Media and Entertainment
Transportation and Logistics
Education
Legal
Mergers & Acquisitions
Corporate Development
Finance
Compliance
Risk Management
Business Development
Strategy
Investment Banking
Information Security
Data Protection
Executive Leadership
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
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