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Due Diligence Confidentiality Agreement
"Need a Due Diligence Confidentiality Agreement for a potential acquisition of a Singapore-based technology startup, with specific provisions for protecting source code and customer data, to be effective from March 2025."
1. Parties: Identification of the disclosing and receiving parties
2. Background: Context of the due diligence exercise and purpose of information sharing
3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives'
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be shared
6. Return or Destruction: Obligations regarding confidential information after completion
7. Term and Survival: Duration of agreement and surviving obligations
8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Data Protection: Specific provisions for PDPA compliance when personal data is involved in the due diligence
2. Securities Trading: Insider trading provisions for listed companies or securities-related due diligence
3. Non-Solicitation: Restrictions on soliciting employees or customers, relevant for corporate transactions
4. Industry-Specific Compliance: Additional compliance requirements for regulated industries (banking, healthcare, etc.)
1. Schedule 1 - Authorized Representatives: List of authorized personnel who may access confidential information
2. Schedule 2 - Data Room Rules: Procedures for accessing and handling information in virtual/physical data rooms
3. Schedule 3 - Information Security Requirements: Technical and organizational measures for protecting confidential information
4. Schedule 4 - Scope of Due Diligence: Detailed description of the scope and areas covered by the due diligence exercise
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