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1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Affiliate'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context
5. Permitted Use and Disclosure: Specific permitted uses of confidential information and authorized recipients
6. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
7. Security Measures: Required procedures for protecting and securing confidential information
8. Return or Destruction of Information: Requirements for handling confidential information after the due diligence process
9. Duration of Obligations: Term of the agreement and survival of confidentiality obligations
10. Breach and Remedies: Consequences of breach and available remedies
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Data Privacy Compliance: Specific provisions for handling personal data under PDPO - include when personal data will be reviewed
2. Inside Information: Special provisions for handling price-sensitive information - include for listed companies
3. Electronic Information Systems: Provisions for virtual data rooms and electronic information sharing - include for digital due diligence
4. Competition Law Compliance: Provisions ensuring compliance with competition laws - include when parties are competitors
5. Third Party Rights: Rights of third parties under the Contracts (Rights of Third Parties) Ordinance - include if third party rights are relevant
6. Reverse Engineering Prohibition: Specific restrictions on reverse engineering - include for technical or IP-heavy due diligence
7. Standstill Provisions: Restrictions on using information for hostile takeovers - include for public company targets
1. Authorized Representatives: List of individuals authorized to access confidential information
2. Scope of Due Diligence: Detailed description of the due diligence areas and required information
3. Security Protocols: Specific security measures and procedures for handling confidential information
4. Data Room Rules: Rules and procedures for accessing and using the data room
5. Clean Team Procedures: Procedures for clean team members handling particularly sensitive information
6. Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives
7. Notification Details: Contact details for notices and authorized representatives
Financial Services
Real Estate
Technology
Manufacturing
Healthcare
Professional Services
Retail
Energy
Infrastructure
Telecommunications
Education
Transportation
Hospitality
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Risk Management
Information Technology
Data Protection
Strategy
Mergers & Acquisitions
Investment
Business Development
Information Security
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Manager
Due Diligence Officer
Compliance Officer
Data Protection Officer
M&A Director
Finance Director
Business Development Manager
Strategy Director
Risk Manager
Information Security Officer
Corporate Secretary
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