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1. Parties: Identification of the parties entering into the agreement
2. Background: Context of the potential M&A transaction and purpose of the NDA
3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Purpose', 'Representatives', etc.
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and its categories
5. Permitted Use: Allowed uses of confidential information and scope of disclosure for the M&A evaluation
6. Non-Disclosure Obligations: Core confidentiality obligations including handling, security, and protection measures
7. Term and Termination: Duration of the agreement and termination provisions
8. Return or Destruction of Confidential Information: Obligations regarding return or destruction of confidential materials upon termination
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Non-Solicitation: Prevents poaching of employees/clients, recommended for protecting business interests during M&A discussions
2. Standstill Provisions: Restricts acquisition of shares or other securities, essential when target is publicly listed
3. Data Protection Compliance: Specific PDPA compliance provisions, required when personal data is involved in the disclosure
4. Insider Trading Prevention: Additional securities law compliance provisions, necessary for listed companies
5. Non-Circumvention: Prevents parties from bypassing each other in the transaction, useful in complex M&A deals
1. Schedule 1 - Description of Transaction: High-level overview of proposed M&A transaction or deal parameters
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Information Security Requirements: Specific technical and organizational requirements for handling confidential information
4. Schedule 4 - Excluded Information: List of information specifically excluded from confidentiality obligations
5. Schedule 5 - Disclosure Protocol: Specific procedures for requesting, transmitting, and handling confidential information
Authorized Representatives
Business Day
Confidential Information
Data Protection Laws
Disclosing Party
Effective Date
Evaluation Material
Group Companies
Information Security Requirements
Insider Information
Party/Parties
Personal Data
Permitted Purpose
Proposed Transaction
Recipient
Receiving Party
Representatives
Securities Laws
Singapore
Subsidiaries
Term
Third Party
Trade Secrets
Permitted Use
Information Security
Return or Destruction of Information
Non-Disclosure
Non-Circumvention
Non-Solicitation
Term and Termination
Remedies
Insider Trading Prevention
Data Protection
Notice Requirements
Assignment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Survival
Force Majeure
Counterparts
Third Party Rights
Amendments
Warranties
Indemnification
Publicity
Costs
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