This Due Diligence NDA is essential for protecting confidential information during business transactions and investment processes in the Philippines. It should be used whenever parties need to exchange sensitive information for evaluation purposes, typically in mergers, acquisitions, investments, or significant business transactions. The document complies with Philippine legal requirements, including the Data Privacy Act of 2012, the Civil Code, and relevant corporate regulations. It covers the handling of both physical and digital confidential information, establishes security protocols, and defines the responsibilities of all parties involved. This template is specifically adapted for the Philippine business environment while maintaining international best practices for due diligence processes.
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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 NDA
3. Definitions: Key terms including 'Confidential Information', 'Due Diligence Process', 'Authorized Representatives', and 'Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence
5. Obligations of Confidentiality: Core confidentiality obligations and standard of care required
6. Permitted Use and Disclosure: Specified purposes for which confidential information may be used and conditions for disclosure to authorized representatives
7. Security Measures: Required security protocols for handling and storing confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information after the due diligence process
9. Duration and Survival: Term of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
1. Data Privacy Compliance: Additional provisions specifically addressing compliance with the Data Privacy Act of 2012, recommended when personal data is involved
2. Securities Law Compliance: Additional provisions for handling material non-public information, required when listed companies are involved
3. Electronic Information Handling: Specific provisions for digital data and electronic documents, recommended when significant electronic data will be shared
4. International Transfer of Data: Additional provisions for cross-border data transfers, needed when foreign entities are involved
5. Competitive Information Handling: Special provisions for handling competitor information, needed when parties are in the same industry
6. Representative Warranties: Additional warranties regarding authority and compliance, recommended for complex due diligence processes
1. Schedule 1 - Authorized Representatives: List of authorized representatives from both parties who may access confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and protocols for handling confidential information
3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using the data room if applicable
4. Appendix A - Confirmation of Destruction: Template form for confirming destruction of confidential information
5. Appendix B - Confidentiality Undertaking: Form of confidentiality undertaking for authorized representatives to sign
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