The Non Disclosure Agreement Due Diligence is essential for protecting sensitive information during corporate investigations and transactions in the Philippines. It is typically used when one party needs to examine confidential business information of another party for potential investment, acquisition, or strategic partnership. The document ensures compliance with Philippine regulations, including the Data Privacy Act of 2012, Securities Regulation Code, and Corporation Code. It's particularly crucial in contexts where detailed company information needs to be shared, such as financial records, customer data, intellectual property, and strategic plans. The agreement establishes clear guidelines for information access, usage, and protection while providing legal remedies under Philippine law in case of unauthorized disclosure.
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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 NDA
3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Affiliate', and 'Due Diligence Process'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Standard of Care: Level of care required in protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information after the due diligence process
9. Duration of Obligations: Time period for which confidentiality obligations remain in effect
10. Remedies: Available remedies in case of breach, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts
12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Data Privacy Compliance: Specific provisions addressing compliance with the Data Privacy Act of 2012, needed when personal data is involved
2. Insider Trading Prevention: Additional provisions required when dealing with listed companies or securities-related information
3. Intellectual Property Rights: Specific provisions addressing IP rights when the due diligence involves significant IP assets
4. Non-Solicitation: Restrictions on soliciting employees or customers, added when human resource or customer information is part of due diligence
5. Electronic Information Security: Specific provisions for handling electronic data and virtual data rooms
6. Force Majeure: Provisions addressing extraordinary circumstances affecting confidentiality obligations
7. Anti-Money Laundering Compliance: Required when the due diligence involves financial institutions or regulated entities
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and procedures for handling confidential information
3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using physical or virtual data rooms
4. Schedule 4 - Information Categories: Categorization of different types of confidential information and their handling requirements
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings to be signed by representatives
6. Appendix B - Data Destruction Certificate: Template certificate confirming destruction of confidential information
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Mining
Telecommunications
Agriculture
Education
Transportation
Construction
Professional Services
Entertainment & Media
Relevant Teams
Legal
Finance
Compliance
Corporate Development
Mergers & Acquisitions
Risk Management
Data Protection
Business Development
Investment
Strategy
Information Technology
Internal Audit
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Due Diligence Officer
Compliance Officer
Business Development Manager
Mergers & Acquisitions Director
Investment Banker
Private Equity Associate
Risk Manager
Data Protection Officer
Strategy Director
Corporate Development Manager
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