A Due Diligence Confidentiality Agreement is essential when one party needs to examine confidential business information of another party for evaluation purposes, typically in the context of potential mergers, acquisitions, or significant business transactions. Under German law, this agreement must comply with specific requirements of the German Trade Secrets Act (GeschGehG) and the German Civil Code (BGB), while also considering data protection regulations where personal data is involved. The agreement sets out the framework for protecting confidential information, defining authorized users, establishing security protocols, and specifying the permitted purpose of the due diligence review. It is particularly crucial as it creates legally binding obligations under German law for handling sensitive business information and establishes clear procedures for the return or destruction of confidential materials once the due diligence process concludes.
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1. Parties: Identification of the disclosing and receiving parties with full legal details
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Persons', and 'Due Diligence Materials'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and explicit exclusions
5. Confidentiality Obligations: Core obligations regarding the use, protection, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized persons or required by law
7. Information Security Measures: Specific requirements for protecting both physical and electronic confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information after the due diligence process
9. Duration and Survival: Term of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach including injunctive relief and damages
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection Compliance: Specific GDPR compliance provisions when personal data is involved in the due diligence
2. Third Party Rights: Provisions regarding confidential information belonging to third parties
3. Cross-Border Transfers: Additional provisions for when confidential information will be transferred outside Germany/EU
4. Insider Trading Prevention: Required for due diligence involving publicly traded companies
5. Clean Team Arrangements: Special provisions for handling particularly sensitive competitive information
6. Non-Solicitation: Optional restrictions on approaching employees or customers
7. Costs: Allocation of costs related to the due diligence process
1. Authorized Persons List: Schedule listing all individuals and advisors authorized to access the confidential information
2. Security Protocols: Detailed procedures for handling and securing confidential information
3. Data Room Rules: Specific rules and procedures for accessing and using the data room
4. Destruction Certificate: Form of certificate to confirm destruction of confidential information
5. Permitted Purpose Detail: Detailed description of the specific transaction or purpose for which the due diligence is being conducted
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Financial Services
Healthcare
Real Estate
Energy
Retail
Professional Services
Telecommunications
Automotive
Life Sciences
Infrastructure
Media and Entertainment
Relevant Teams
Legal
Corporate Development
Mergers & Acquisitions
Finance
Compliance
Data Protection
Executive Leadership
Investment Banking
Corporate Finance
Business Development
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Development Manager
M&A Director
Investment Manager
Due Diligence Manager
Compliance Officer
Data Protection Officer
Legal Counsel
Investment Banker
Transaction Advisory Partner
Corporate Finance Director
Business Development Manager
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