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Due Diligence Access Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
A Due Diligence Access Agreement is a critical document used in corporate transactions where one party needs to review confidential information of another party, typically in the context of potential mergers, acquisitions, investments, or strategic partnerships. This agreement, governed by Canadian law, establishes the framework for protecting sensitive information while enabling necessary business evaluation. It addresses key requirements under Canadian privacy legislation, including PIPEDA and provincial privacy laws, and incorporates necessary safeguards for both physical and digital information access. The agreement is particularly important given Canada's robust privacy and data protection regime, and the need to protect commercially sensitive information during business transactions.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Energy

Mining

Retail

Professional Services

Telecommunications

Life Sciences

Infrastructure

Education

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Information Security

Compliance

Risk Management

Finance

Strategy

Business Development

Data Protection

Executive Leadership

Relevant Roles

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

Industries








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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