Due Diligence Confidentiality Agreement Template for Singapore

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Key Requirements PROMPT example:

Due Diligence Confidentiality Agreement

"Need a Due Diligence Confidentiality Agreement for a potential acquisition of a Singapore-based technology startup, with specific provisions for protecting source code and customer data, to be effective from March 2025."

What is a Due Diligence Confidentiality Agreement?

The Due Diligence Confidentiality Agreement is essential for protecting sensitive business information during corporate transactions in Singapore. It is typically used when one party needs to review confidential business information of another party for potential investment, acquisition, or other business arrangements. The agreement ensures compliance with Singapore's legal framework, including the PDPA and common law principles of confidentiality, while facilitating necessary information sharing for business decisions.

What sections should be included in a Due Diligence Confidentiality Agreement?

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context of the due diligence exercise and purpose of information sharing

3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared

6. Return or Destruction: Obligations regarding confidential information after completion

7. Term and Survival: Duration of agreement and surviving obligations

8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

What sections are optional to include in a Due Diligence Confidentiality Agreement?

1. Data Protection: Specific provisions for PDPA compliance when personal data is involved in the due diligence

2. Securities Trading: Insider trading provisions for listed companies or securities-related due diligence

3. Non-Solicitation: Restrictions on soliciting employees or customers, relevant for corporate transactions

4. Industry-Specific Compliance: Additional compliance requirements for regulated industries (banking, healthcare, etc.)

What schedules should be included in a Due Diligence Confidentiality Agreement?

1. Schedule 1 - Authorized Representatives: List of authorized personnel who may access confidential information

2. Schedule 2 - Data Room Rules: Procedures for accessing and handling information in virtual/physical data rooms

3. Schedule 3 - Information Security Requirements: Technical and organizational measures for protecting confidential information

4. Schedule 4 - Scope of Due Diligence: Detailed description of the scope and areas covered by the due diligence exercise

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

Industries

Personal Data Protection Act 2012: Primary legislation governing the collection, use, disclosure and care of personal data in Singapore. Includes requirements for data protection, cross-border transfers, and breach notifications.

Evidence Act: Governs the admissibility of evidence in legal proceedings, relevant for confidentiality agreements in terms of proving breaches and enforcement.

Contracts Act (Cap. 53): Fundamental legislation governing contract formation, validity, and enforcement in Singapore, essential for the basic structure of the confidentiality agreement.

Official Secrets Act: Legislation protecting government secrets and official information, may be relevant if government-related information is involved in due diligence.

Copyright Act: Protects original works and intellectual property rights, relevant for protecting proprietary information shared during due diligence.

Trade Secrets Protection: Common law principles protecting confidential business information and trade secrets, crucial for due diligence confidentiality.

Banking Act: Regulates banking institutions and includes provisions on banking secrecy and confidentiality of customer information.

Securities and Futures Act: Governs securities, futures, and financial markets, including provisions on insider trading and disclosure of information.

Competition Act: Regulates competitive behavior and information sharing between businesses, relevant for ensuring compliance in information exchange.

Employment Act: Relevant when confidentiality obligations involve employees or when due diligence includes employee information.

Common Law Breach of Confidence: Legal principle protecting against unauthorized use or disclosure of confidential information, fundamental to confidentiality agreements.

MAS Guidelines: Regulatory guidelines from the Monetary Authority of Singapore, particularly relevant for financial sector due diligence.

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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