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NDA For Due Diligence Template for Singapore

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Key Requirements PROMPT example:

NDA For Due Diligence

"I need an NDA for Due Diligence under Singapore law to protect confidential information during our upcoming Series B funding round, where we'll be sharing sensitive tech IP and financial projections with potential investors starting March 2025."

Document background
The NDA For Due Diligence is essential when parties are contemplating a significant business transaction under Singapore law, such as a merger, acquisition, or investment. It ensures that sensitive information shared during the evaluation process remains confidential and is used solely for the intended purpose. This document addresses specific requirements under Singapore's legal framework, including PDPA compliance, and typically precedes more detailed transaction documents. It's particularly crucial given Singapore's position as a major financial and business hub, where complex cross-border transactions are common.
Suggested Sections

1. Parties: Identifies and defines the parties entering into the NDA

2. Background: States the purpose of the NDA and context of the due diligence

3. Definitions: Defines key terms used throughout the agreement including Confidential Information, Permitted Purpose, and Representatives

4. Confidentiality Obligations: Core obligations regarding handling of confidential information, including non-disclosure and protection requirements

5. Permitted Use: Specifies allowed uses of confidential information and restrictions on use

6. Duration and Survival: Specifies term of agreement and surviving obligations after termination

7. Return or Destruction of Information: Requirements for handling confidential information after completion of the due diligence

Optional Sections

1. Data Protection Provisions: Additional provisions addressing PDPA compliance when personal data is involved in the due diligence

2. Securities Trading Restrictions: Provisions preventing insider trading and compliance with securities laws for listed companies

3. Clean Room Procedures: Procedures for handling competitively sensitive information in compliance with competition laws

Suggested Schedules

1. List of Authorized Personnel: Names and roles of individuals authorized to access confidential information

2. Information Security Requirements: Specific technical and organizational measures required for information protection

3. Form of Confidentiality Undertaking: Template for additional confidentiality undertakings by representatives

Authors

Alex Denne

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

Relevant legal definitions

























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Industries

Personal Data Protection Act 2012 (PDPA): Key legislation governing the collection, use, disclosure, and handling of personal data. Includes requirements for consent, data protection, and cross-border data transfers.

Evidence Act: Governs the admissibility of evidence in legal proceedings and helps define what constitutes confidential information in Singapore law.

Singapore Contract Law: Fundamental legislation governing contract formation and enforcement, including essential elements like offer, acceptance, consideration, and intention to create legal relations.

Competition Act: Ensures compliance with competition law principles and prevents anti-competitive provisions, particularly important when handling market-sensitive information.

Banking Act and Securities and Futures Act: Specific regulations governing financial institutions and listed companies, particularly relevant for handling financial information in due diligence.

Official Secrets Act: Legislation protecting government-related confidential information and state secrets.

Intellectual Property Laws: Collection of laws including Copyright Act, Patents Act, and Trade Marks Act, protecting intellectual property rights and related confidential information.

Common Law Principles: Established legal principles covering duty of confidentiality, breach of confidence, and remedies for breach under Singapore's common law system.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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