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Due Diligence Access Agreement Generator for the USA

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Key Requirements PROMPT example:

Due Diligence Access Agreement

"I need a Due Diligence Access Agreement for a tech startup allowing access to our virtual data room by a potential investor from March 2025, with strict protocols for handling source code and customer data."

Document background
The Due Diligence Access Agreement is essential in corporate transactions where one party needs to evaluate confidential information of another party. Common in mergers, acquisitions, and strategic investments, this agreement provides a framework for controlled access to sensitive business information while maintaining necessary confidentiality protections. Under U.S. law, it incorporates federal and state requirements for data protection, trade secrets, and confidentiality, making it a crucial document for managing risk in corporate transactions.
Suggested Sections

1. Parties: Identification of parties entering into the agreement, including full legal names and addresses

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

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

4. Scope of Access: Details of what information and materials will be made available and the process for accessing them

5. Confidentiality Obligations: Core confidentiality provisions and handling of confidential information, including protection standards

6. Use Restrictions: Limitations on how the disclosed information may be used and restrictions on copying or reproduction

7. Term and Termination: Duration of agreement and circumstances for termination, including survival of obligations

Optional Sections

1. Parties: Identification of parties entering into the agreement, including full legal names and addresses

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

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

4. Scope of Access: Details of what information and materials will be made available and the process for accessing them

5. Confidentiality Obligations: Core confidentiality provisions and handling of confidential information, including protection standards

6. Use Restrictions: Limitations on how the disclosed information may be used and restrictions on copying or reproduction

7. Term and Termination: Duration of agreement and circumstances for termination, including survival of obligations

Suggested Schedules

1. Schedule of Authorized Personnel: List of individuals authorized to access the confidential information

2. Data Room Rules: Specific procedures and protocols for accessing physical or virtual data rooms

3. Security Protocols: Detailed technical security requirements and procedures for handling information

4. Form of Confidentiality Undertaking: Template agreement for individual representatives to sign before accessing information

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

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Industries

Securities Exchange Act 1934: Federal law governing securities trading and publicly traded companies, essential for due diligence involving public companies

Securities Act 1933: Federal law regulating the offering of securities and disclosure requirements

Hart-Scott-Rodino Act: Antitrust legislation requiring review of certain business combinations and transactions

Federal Trade Secrets Act: Federal protection of trade secrets and confidential business information

Economic Espionage Act: Criminal law protecting trade secrets from theft or misappropriation

Gramm-Leach-Bliley Act: Federal law governing the handling of financial information and privacy requirements

State Privacy Laws: Various state-specific privacy regulations (e.g., CCPA in California) affecting data handling and protection

HIPAA: Federal law protecting medical information and healthcare data privacy

Federal Trade Commission Act: Federal law governing privacy, data security, and unfair business practices

Uniform Trade Secrets Act: Model law adopted by states protecting trade secrets and confidential information

Electronic Communications Privacy Act: Federal law governing electronic communications and data privacy

Stored Communications Act: Federal law protecting privacy of stored electronic communications

Uniform Commercial Code: Standardized state laws governing commercial transactions and contracts

Industry Compliance Requirements: Sector-specific regulations (FDA, EPA, etc.) affecting due diligence in particular industries

Export Control Regulations: Federal regulations controlling the export of sensitive information and technology

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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