Data Room Confidentiality Agreement

Data Room Confidentiality Agreement Template for Netherlands

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Key Requirements PROMPT example:

"I need a Data Room Confidentiality Agreement under Dutch law for a potential merger between two technology companies, with special attention to protecting source code and technical specifications, and including clean team provisions for handling commercially sensitive information."

Document background

A Data Room Confidentiality Agreement is essential in corporate transactions and due diligence processes under Dutch law where sensitive business information needs to be shared in a controlled environment. This document is typically used during mergers and acquisitions, investment rounds, joint ventures, or other significant business transactions where one party needs to disclose confidential information to another for evaluation purposes. The agreement ensures compliance with Dutch legal requirements, including the Dutch Civil Code and privacy laws, while protecting the disclosing party's interests. It covers both traditional physical data rooms and modern virtual data room platforms, incorporating necessary security measures and access controls. The document is particularly important given the Netherlands' position as a major European business hub and its strict data protection regime.

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 information sharing (e.g., due diligence, transaction evaluation)

3. Definitions: Key terms including 'Confidential Information', 'Data Room', 'Authorized Users', 'Project'

4. Scope of Confidential Information: Definition and extent of information covered by the agreement

5. Access Rights and Restrictions: Rules 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 Security: GDPR compliance measures and security requirements for handling information

8. Return or Destruction of Information: Obligations regarding confidential information after data room access ends

9. Term and Termination: Duration of the agreement and termination provisions

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

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

Optional Sections

1. Clean Team Arrangements: Used when particularly sensitive commercial information requires restricted access to specific individuals

2. Competition Law Compliance: Required when sharing commercially sensitive information between competitors

3. Specific Technology Requirements: Included when the data room has specific technical requirements or software needs

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

5. Information Security Standards: Detailed security requirements for high-sensitivity situations

6. Audit Rights: Optional provisions allowing audit of compliance with the agreement

7. Insurance Requirements: Required for high-value or high-risk information sharing

8. Local Law Compliance: Added when multiple jurisdictions are involved

Suggested Schedules

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

2. Schedule 2 - Security Protocols: Detailed technical and organizational security measures

3. Schedule 3 - Access Rules and Procedures: Specific procedures for accessing and using the data room

4. Schedule 4 - Data Room Content Categories: Classification of different types of information in the data room

5. Appendix A - Technical Requirements: Technical specifications for data room access

6. Appendix B - Clean Team Members: If applicable, list of clean team members and their obligations

7. Appendix C - Data Processing Terms: GDPR-compliant data processing terms if personal data is involved

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

Technology

Financial Services

Manufacturing

Healthcare

Real Estate

Energy

Telecommunications

Professional Services

Private Equity

Venture Capital

Mergers & Acquisitions

Life Sciences

Infrastructure

Retail

Relevant Teams

Legal

Compliance

Corporate Development

Mergers & Acquisitions

Information Security

Risk Management

Finance

Executive Leadership

Business Development

Data Protection

Due Diligence

Relevant Roles

Legal Counsel

Corporate Lawyer

Data Protection Officer

Chief Legal Officer

General Counsel

M&A Director

Investment Manager

Due Diligence Manager

Corporate Development Director

Chief Financial Officer

Information Security Manager

Compliance Officer

Transaction Manager

Chief Executive Officer

Business Development Director

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