The Due Diligence NDA serves as a critical document in business transactions where sensitive information needs to be shared for evaluation purposes. This agreement, governed by U.S. federal and state laws, is typically used before mergers, acquisitions, investments, or other significant business transactions. It defines the scope of confidential information, establishes handling procedures, and outlines the responsibilities of all parties involved. The document includes specific provisions for protection under the Defend Trade Secrets Act and relevant state laws, making it essential for protecting proprietary information during the due diligence process.
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1. Parties: Identification of all parties involved in the NDA, including legal names and addresses
2. Background/Recitals: Context of the due diligence process and purpose of the agreement
3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Permitted Use'
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
5. Permitted Use: Specific allowed uses of confidential information for due diligence purposes
6. Term and Termination: Duration of the agreement and termination provisions
7. Return of Information: Requirements for returning or destroying confidential information
1. Non-Solicitation: Provisions preventing solicitation of employees or customers during and after the due diligence process
2. Securities Laws Compliance: Provisions ensuring compliance with insider trading laws and securities regulations
3. Standstill Provisions: Restrictions on acquiring target company securities or making hostile takeover attempts
4. Clean Room Procedures: Special handling procedures for highly sensitive competitive information
1. Schedule of Representatives: List of authorized individuals who may access confidential information
2. Schedule of Specific Information: Detailed list of specific confidential information covered by the agreement
3. Clean Room Procedures Appendix: Detailed procedures and protocols for handling sensitive competitive information
Relevant legal definitions
Affiliate
Agreement
Business Day
Confidential Information
Disclosing Party
Due Diligence Materials
Effective Date
Evaluation Material
Information
Parties
Permitted Purpose
Permitted Recipients
Person
Project
Receiving Party
Representatives
Subsidiary
Term
Trade Secrets
Transaction
Clean Team
Clean Team Material
Competitive Business
Group
Inside Information
Professional Advisers
Restricted Period
Securities Laws
Standstill Period
Agreement
Business Day
Confidential Information
Disclosing Party
Due Diligence Materials
Effective Date
Evaluation Material
Information
Parties
Permitted Purpose
Permitted Recipients
Person
Project
Receiving Party
Representatives
Subsidiary
Term
Trade Secrets
Transaction
Clean Team
Clean Team Material
Competitive Business
Group
Inside Information
Professional Advisers
Restricted Period
Securities Laws
Standstill Period
Clauses
Confidentiality Obligations
Use Restrictions
Information Protection
Non-Disclosure
Return or Destruction of Information
Term and Termination
Permitted Disclosures
Representatives' Obligations
Notice Requirements
Remedies
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Survival
Non-Solicitation
Non-Competition
Standstill
Securities Law Compliance
Clean Room Procedures
Data Protection
Intellectual Property Rights
Export Control
Force Majeure
Costs
Use Restrictions
Information Protection
Non-Disclosure
Return or Destruction of Information
Term and Termination
Permitted Disclosures
Representatives' Obligations
Notice Requirements
Remedies
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Survival
Non-Solicitation
Non-Competition
Standstill
Securities Law Compliance
Clean Room Procedures
Data Protection
Intellectual Property Rights
Export Control
Force Majeure
Costs
Relevant Industries
Relevant Teams
Relevant Roles
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