The Non Disclosure Agreement Due Diligence is essential when one party needs to share sensitive business information with another party for evaluation purposes, typically in contexts such as mergers, acquisitions, or investments. This U.S.-governed agreement is specifically tailored to protect confidential information during the due diligence process, incorporating federal protections under the Defend Trade Secrets Act and state-specific trade secret laws. It defines the scope of permitted information use, establishes security measures, and outlines the obligations of all parties involved in handling confidential information.
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1. Parties: Identification of the disclosing and receiving parties
2. Background: Context of the due diligence process and purpose of the NDA
3. Definitions: Key terms including Confidential Information, Due Diligence Process, Permitted Purpose
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Term and Survival: Duration of the agreement and surviving obligations
6. Return of Information: Requirements for returning or destroying confidential information
1. Employee and Representative Obligations: Additional provisions for when information needs to be shared with employees or advisors
2. Securities Laws Compliance: Insider trading and securities law provisions specific to publicly traded companies
3. Data Protection: Specific provisions for handling personal or sensitive data under relevant regulations
1. Schedule of Authorized Representatives: List of individuals authorized to receive confidential information
2. Schedule of Specific Confidential Information: Detailed description of specific confidential information covered
3. Data Security Requirements: Specific technical and organizational measures required for data protection
Relevant legal definitions
Confidential Information
Permitted Purpose
Due Diligence Process
Disclosing Party
Receiving Party
Representatives
Affiliate
Trade Secrets
Proprietary Information
Evaluation Material
Authorized Recipients
Business Day
Effective Date
Term
Non-Disclosure Period
Privileged Information
Residual Information
Security Requirements
Project
Permitted Disclosures
Material Non-Public Information
Intellectual Property Rights
Derivative Information
Excluded Information
Permitted Purpose
Due Diligence Process
Disclosing Party
Receiving Party
Representatives
Affiliate
Trade Secrets
Proprietary Information
Evaluation Material
Authorized Recipients
Business Day
Effective Date
Term
Non-Disclosure Period
Privileged Information
Residual Information
Security Requirements
Project
Permitted Disclosures
Material Non-Public Information
Intellectual Property Rights
Derivative Information
Excluded Information
Clauses
Confidentiality Obligations
Permitted Use
Non-Disclosure
Return or Destruction of Information
Term and Termination
Permitted Disclosures
Securities Laws Compliance
Data Protection
Remedies
Survival
Notice Requirements
Assignment
Governing Law
Jurisdiction
Severability
Entire Agreement
Third Party Rights
Representatives' Obligations
Non-Solicitation
Non-Circumvention
Information Security
Insider Trading Prevention
Warranties and Representations
Force Majeure
Amendment and Waiver
Permitted Use
Non-Disclosure
Return or Destruction of Information
Term and Termination
Permitted Disclosures
Securities Laws Compliance
Data Protection
Remedies
Survival
Notice Requirements
Assignment
Governing Law
Jurisdiction
Severability
Entire Agreement
Third Party Rights
Representatives' Obligations
Non-Solicitation
Non-Circumvention
Information Security
Insider Trading Prevention
Warranties and Representations
Force Majeure
Amendment and Waiver
Relevant Industries
Relevant Teams
Relevant Roles
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