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Non Disclosure Agreement Due Diligence
1. Parties: Identification of the disclosing and receiving parties, including company details and registration numbers
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', 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context
5. Permitted Disclosure: Circumstances under which confidential information may be shared and with whom
6. Obligations of Confidentiality: Core confidentiality obligations and standard of care required
7. Data Protection Compliance: GDPR and Danish Data Protection Act compliance requirements
8. Security Measures: Required security measures for handling confidential information
9. Return or Destruction of Information: Obligations regarding confidential information after due diligence completion
10. Duration and Survival: Term of the agreement and surviving obligations
11. Breach and Remedies: Consequences of breach and available remedies
12. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction
1. Clean Team Arrangements: For situations where competitors are involved and additional safeguards are needed
2. Insider Trading Prevention: Required for due diligence involving listed companies
3. Non-Solicitation: Optional restrictions on soliciting employees or customers
4. Exclusivity Provisions: For situations requiring exclusive due diligence rights
5. Electronic Information Systems: Specific provisions for virtual data room access and usage
6. Competition Law Compliance: Required when sharing commercially sensitive information between competitors
7. Assignment and Subcontracting: Optional provisions for allowing/restricting transfer of rights
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule 2 - Security Protocols: Detailed security requirements and procedures
3. Schedule 3 - Data Processing Requirements: Specific GDPR and data protection compliance requirements
4. Schedule 4 - Information Return/Destruction Protocol: Detailed procedures for return or destruction of confidential information
5. Appendix A - Clean Team Members: If applicable, list of approved clean team members and their obligations
6. Appendix B - Data Room Rules: If applicable, specific rules and procedures for virtual/physical data room access
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