Data Room Confidentiality Agreement

Data Room Confidentiality Agreement Template for Ireland

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Key Requirements PROMPT example:

"I need a Data Room Confidentiality Agreement for a sensitive M&A transaction in the pharmaceutical sector, with strict clean team provisions and enhanced security measures for intellectual property protection, to be effective from March 2025."

Document background

The Data Room Confidentiality Agreement is essential in modern business transactions where sensitive corporate information needs to be shared securely with multiple parties. Under Irish law, this agreement is particularly important as it must comply with both domestic legislation and EU regulations, including GDPR. The document is typically used during mergers and acquisitions, corporate finance transactions, real estate deals, and other situations requiring due diligence, where parties need secure access to confidential business information, financial data, intellectual property, and other sensitive materials. The agreement establishes clear protocols for data room access, defines confidentiality obligations, sets out security requirements, and provides remedies for breach, while ensuring that all data sharing activities comply with relevant Irish and EU legal frameworks.

Suggested Sections

1. Parties: Identification of the disclosing party (data room provider) and receiving party (data room user)

2. Background: Context of the data room setup, purpose of access, and general nature of the transaction or project

3. Definitions: Key terms including 'Confidential Information', 'Authorized Users', 'Data Room', 'Permitted Purpose', and 'Representatives'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the data room context

5. Access Rights and Restrictions: Terms governing access to the data room, including user authentication and authorization

6. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information

7. Data Protection and GDPR Compliance: Specific obligations regarding personal data processing and protection

8. Security Requirements: Technical and organizational security measures required for data room access

9. Term and Termination: Duration of confidentiality obligations and circumstances for termination of access

10. Return or Destruction of Information: Requirements for handling confidential information after data room access ends

11. Breach and Remedies: Consequences of breach and available remedies

12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Clean Team Arrangements: Used when certain highly sensitive information is restricted to specified individuals

2. Competition Law Compliance: Required when parties are competitors and need to address antitrust concerns

3. Third Party Rights: Needed when third party information is included in the data room

4. Export Control Compliance: Required when data room contains information subject to export control regulations

5. Specific Processing Instructions: Used when special handling requirements apply to certain categories of data

6. Insider Trading Prevention: Required when data room contains price-sensitive information about listed companies

Suggested Schedules

1. Schedule 1 - Authorized Users: List of individuals authorized to access the data room

2. Schedule 2 - Technical Requirements: Detailed technical specifications for data room access and security measures

3. Schedule 3 - Data Room Rules: Specific protocols and procedures for data room use

4. Schedule 4 - Processing Requirements: Detailed data processing requirements and procedures

5. Appendix A - Access Request Form: Template for requesting access for additional users

6. Appendix B - Confidentiality Undertaking: Individual undertaking to be signed by each authorized user

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Healthcare

Manufacturing

Real Estate

Energy

Professional Services

Telecommunications

Retail

Pharmaceuticals

Mining

Infrastructure

Education

Transportation

Media and Entertainment

Relevant Teams

Legal

Compliance

Information Security

Corporate Development

Mergers & Acquisitions

Finance

Risk Management

Data Protection

Corporate Secretariat

Relevant Roles

Chief Legal Officer

General Counsel

Legal Director

Compliance Officer

Data Protection Officer

M&A Director

Due Diligence Manager

Corporate Finance Manager

Investment Director

Chief Information Security Officer

IT Security Manager

Corporate Secretary

Transaction Manager

Chief Financial Officer

Investment Banker

Private Equity Manager

Find the exact document you need

Basic NDA Form

Standard Irish law non-disclosure agreement for protecting confidential business information and trade secrets.

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Let's create your Data Room Confidentiality Agreement

Authors

Alex Denne

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