This Confidentiality Agreement M&A is essential for protecting sensitive information during corporate transactions in India. It should be used at the initial stages of any potential merger, acquisition, or corporate restructuring when parties need to exchange confidential business information for evaluation purposes. The agreement ensures compliance with Indian legal requirements, including the Indian Contract Act, 1872, Companies Act, 2013, and relevant SEBI regulations for listed companies. It covers various aspects of confidentiality including business operations, financial data, customer information, trade secrets, and transaction details. The document is particularly crucial given India's evolving corporate landscape and the increasing complexity of cross-border transactions, providing necessary safeguards for both domestic and international parties involved in M&A activities.
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1. Parties: Identification of the disclosing party, receiving party, and their authorized representatives
2. Background: Context of the potential M&A transaction and purpose of sharing confidential information
3. Definitions: Definitions of key terms including Confidential Information, Transaction, Representatives, and Affiliates
4. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
6. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
7. Duration and Survival: Term of the agreement and survival of obligations post-termination
8. Non-Circumvention: Prohibition on using confidential information to circumvent the disclosing party in the transaction
9. Securities Laws Compliance: Acknowledgment and compliance with insider trading laws and securities regulations
10. Remedies: Rights and remedies in case of breach, including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, assignment, and amendments
1. Standstill Provisions: Used when the receiving party needs to be restricted from acquiring shares or assets without consent
2. Non-Solicitation: Include when protection of employees and customers is crucial during the due diligence process
3. Reverse Non-Disclosure: When both parties will be exchanging confidential information (mutual NDA)
4. Data Protection Compliance: When personal data or sensitive personal information is involved in the disclosure
5. Anti-Trust Compliance: When the transaction size requires competition law considerations
6. Industry-Specific Provisions: When the target company operates in regulated industries like banking, insurance, or telecommunications
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific procedures for handling and protecting confidential information
4. Schedule 4 - Excluded Information: Information specifically excluded from confidentiality obligations
5. Appendix A - Form of Confidentiality Undertaking: Template for additional parties or representatives to sign confidentiality undertakings
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Information Technology
Manufacturing
Healthcare & Pharmaceuticals
Real Estate
Telecommunications
Retail & E-commerce
Energy & Infrastructure
Media & Entertainment
Automotive
Professional Services
Consumer Goods
Industrial Products
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Business Development
Risk & Compliance
Information Security
Corporate Secretarial
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Development Director
M&A Manager
Legal Counsel
Investment Banker
Due Diligence Officer
Integration Manager
Business Development Director
Strategy Director
General Counsel
Company Secretary
Finance Director
Risk Manager
Compliance Officer
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