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Due Diligence Access Agreement
"I need a Due Diligence Access Agreement for a potential acquisition of a Canadian technology company, where we'll be using a virtual data room and need to give access to our external advisors and in-house team starting March 2025."
1. Parties: Identification of the disclosing party and receiving party
2. Background: Context of the due diligence review and purpose of the agreement
3. Definitions: Definitions of key terms including Confidential Information, Permitted Purpose, Representatives
4. Grant of Access: Scope and terms of access to due diligence materials
5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
6. Data Protection and Privacy: Compliance with privacy laws and data protection requirements
7. Security Measures: Required security protocols for accessing and handling information
8. Representatives and Permitted Disclosures: Who may access the information and under what conditions
9. Return or Destruction of Information: Obligations regarding confidential information after review
10. Term and Termination: Duration of agreement and termination provisions
11. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Virtual Data Room Provisions: Specific terms for electronic data room access, used when information is provided through a VDR
2. Physical Access Provisions: Terms for physical access to premises and documents, used when on-site due diligence is required
3. Third Party Information: Additional provisions regarding information owned by or relating to third parties
4. Non-Solicitation: Restrictions on soliciting employees or customers, included when workforce or customer information is part of due diligence
5. Exclusivity: Terms preventing the disclosing party from engaging with other potential parties, included in M&A contexts
6. Costs: Allocation of costs related to due diligence process, included for complex reviews
1. Schedule A - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule B - Security Protocols: Detailed security requirements and procedures
3. Schedule C - Access Procedures: Specific procedures for accessing information or premises
4. Appendix 1 - Data Room Rules: Rules and procedures for virtual or physical data room access
5. Appendix 2 - Information Classification: Categories of confidential information and associated handling requirements
Authors
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Energy
Mining
Retail
Professional Services
Telecommunications
Life Sciences
Infrastructure
Education
Legal
Corporate Development
Mergers & Acquisitions
Information Security
Compliance
Risk Management
Finance
Strategy
Business Development
Data Protection
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Manager
Investment Director
Due Diligence Manager
Privacy Officer
Data Protection Officer
Information Security Manager
Corporate Secretary
Business Development Director
Strategy Director
Risk Manager
Compliance Officer
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