Non Disclosure Agreement Due Diligence

Non Disclosure Agreement Due Diligence Template for Singapore

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Key Requirements PROMPT example:

"I need a Non Disclosure Agreement Due Diligence to protect confidential information during our upcoming Series B funding round, where we'll be sharing sensitive financial and technical information with potential investors based in Singapore and the UK starting March 2025."

Document background

The Non Disclosure Agreement Due Diligence is essential for protecting confidential information during business evaluation processes in Singapore. This document is typically used when one party needs to share sensitive business information with another party for evaluation purposes, such as potential mergers, acquisitions, or investments. It ensures compliance with Singapore's legal requirements, including the Personal Data Protection Act 2012, while facilitating necessary information sharing. The agreement defines the scope of confidential information, permitted uses, and obligations of all parties involved in the due diligence process.

Suggested Sections

1. Parties: Identification of disclosing and receiving parties, including registered addresses and company registration details

2. Background: Context of the due diligence process and purpose of information sharing

3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Affiliate' and other relevant defined terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information and any exclusions

5. Permitted Use: Specific purposes for which confidential information may be used and shared

6. Obligations of Receiving Party: Core confidentiality obligations, standard of care, and security measures

7. Term and Survival: Duration of agreement and obligations that survive termination

8. Return or Destruction: Requirements for handling confidential information after completion

9. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement

Optional Sections

1. Data Protection Provisions: Specific PDPA compliance measures for handling personal data

2. Securities Trading Restrictions: Provisions preventing insider trading and securities law compliance

3. Non-Solicitation: Restrictions on soliciting employees or customers of the disclosing party

4. Regulatory Compliance: Industry-specific regulatory requirements and compliance measures

Suggested Schedules

1. Schedule 1 - Authorized Representatives: List of individuals authorized to access and handle confidential information

2. Schedule 2 - Data Room Rules: Procedures and protocols for accessing and handling information in physical or virtual data rooms

3. Schedule 3 - Information Security Requirements: Technical and organizational measures required for protecting confidential information

4. Schedule 4 - Specific Categories of Confidential Information: Detailed listing of particular types of confidential information covered by the agreement

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

Mergers & Acquisitions
Private Equity
Technology
Financial Services
Healthcare

Relevant Teams

Legal
Finance
Corporate Development
Information Technology
Compliance
Risk Management
Mergers & Acquisitions

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Due Diligence Manager
Compliance Officer
Corporate Development Manager

Industries

Evidence Act (Chapter 97): Primary legislation governing the admissibility of evidence in Singapore courts, relevant for enforcing NDA breaches and proving confidentiality violations

Contracts Act (Chapter 53): Fundamental law governing contract formation, validity, and enforcement in Singapore, essential for NDA structuring

Personal Data Protection Act 2012 (PDPA): Regulates the collection, use, disclosure, and care of personal data, crucial for data protection obligations in NDAs

Common Law Trade Secrets Protection: Protection of trade secrets through common law principles in absence of specific trade secrets legislation in Singapore

Employment Act: Relevant when NDA involves employee-related confidential information or workplace confidentiality obligations

Competition Act (Chapter 50B): Governs information sharing and anti-competitive practices, ensuring NDA compliance with competition laws

Securities and Futures Act (Chapter 289): Regulates financial markets and securities trading, important for NDAs involving financial sector due diligence

Banking Act (Chapter 19): Governs banking operations and confidentiality requirements in the banking sector

Financial Advisers Act (Chapter 110): Regulates financial advisory services and related confidentiality obligations

Copyright Act (Chapter 63): Protects intellectual property rights in creative works, relevant for NDAs covering copyrighted materials

Patents Act (Chapter 221): Protects inventions and technical innovations, important for NDAs involving patent-related information

Trade Marks Act (Chapter 332): Protects registered trademarks and related confidential information

PDPA Cross-border Transfer Regulations: Specific rules governing the international transfer of personal data under Singapore's PDPA

Common Law Breach of Confidence: Legal principle protecting against unauthorized disclosure of confidential information

Industry-Specific Regulations: Sector-specific confidentiality requirements and regulatory obligations that may affect NDA terms

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Let's create your Non Disclosure Agreement Due Diligence

Authors

Alex Denne

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