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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
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.)
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
Purpose
Representatives
Affiliate
Agreement
Business Day
Disclosing Party
Receiving Party
Effective Date
Group
Permitted Purpose
Project
Professional Advisers
Trade Secrets
Proprietary Information
Personal Data
Data Room
Evaluation Material
Transaction
Term
Authorized Recipients
Disclosed Information
Due Diligence Exercise
Material
Regulatory Authority
Restricted Period
Permitted Use
Permitted Disclosure
Return or Destruction of Information
Non-Disclosure
Data Protection
Term and Survival
Remedies
No License Grant
No Warranty
Non-Solicitation
Securities Trading Restrictions
Notice Requirements
Assignment
Governing Law
Jurisdiction
Entire Agreement
Severability
Information Security
Breach Notification
Third Party Rights
Force Majeure
Variation
Counterparts
Costs
No Partnership or Agency
Duration of Obligations
Indemnification
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