Due Diligence Confidentiality Agreement Template for Philippines

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Key Requirements PROMPT example:

Due Diligence Confidentiality Agreement

"I need a Due Diligence Confidentiality Agreement for a potential acquisition of a Philippine tech company, with specific provisions for virtual data room access and extra security measures for source code review, to be completed before March 2025."

Document background

The Due Diligence Confidentiality Agreement is essential in Philippine business transactions where one party needs to examine confidential information of another party for evaluation purposes, typically in mergers, acquisitions, investments, or significant commercial arrangements. This document becomes necessary before the disclosure of sensitive business information, financial data, trade secrets, and other proprietary information. It ensures compliance with Philippine legislation, including the Data Privacy Act of 2012, Securities Regulation Code, and relevant provisions of the Civil Code of the Philippines. The agreement establishes clear protocols for information handling, defines permitted uses, and outlines security measures required under Philippine law, while providing legal remedies in case of unauthorized disclosure.

Suggested Sections

1. Parties: Identification of the disclosing party, receiving party, and their authorized representatives

2. Background: Context of the due diligence process and purpose of the agreement

3. Definitions: Definitions of key terms including 'Confidential Information', 'Purpose', 'Representatives', and 'Due Diligence Materials'

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

5. Permitted Use and Disclosure: Specifies how the receiving party may use the confidential information and to whom it may be disclosed

6. Confidentiality Obligations: Core obligations regarding protecting, storing, and handling confidential information

7. Security Measures: Specific security protocols for handling and storing confidential information

8. Return or Destruction of Information: Requirements for handling confidential information after the due diligence process ends

9. Duration and Survival: Term of the agreement and which obligations 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

Optional Sections

1. Data Privacy Compliance: Specific provisions for compliance with the Philippines Data Privacy Act, used when personal data will be reviewed

2. Reverse Due Diligence: Additional provisions for cases where both parties will be exchanging confidential information

3. Anti-Trust Compliance: Specific provisions ensuring compliance with competition laws, used in deals involving competitors

4. Digital Access Provisions: Specific provisions for virtual data rooms and digital due diligence, used when information is shared electronically

5. Third Party Rights: Provisions addressing confidential information belonging to third parties, used when third-party information is included in due diligence

6. Clean Team Arrangements: Special provisions for handling commercially sensitive information, used in transactions between competitors

Suggested Schedules

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

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

3. Schedule 3 - Information Handling Procedures: Specific procedures for accessing, copying, and storing confidential information

4. Schedule 4 - Data Room Rules: Rules and procedures for physical or virtual data room access

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives to sign

6. Appendix B - Document 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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Banking & Finance

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Mining

Agriculture

Construction

Education

Transport & Logistics

Hospitality

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Mergers & Acquisitions

Risk Management

Information Security

Executive Leadership

Business Development

Strategy

Data Protection

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Manager

Due Diligence Officer

Compliance Officer

M&A Director

Business Development Manager

Finance Director

Legal Manager

Risk Manager

Data Protection Officer

Strategy Director

Corporate Development Manager

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