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Due Diligence Confidentiality Agreement for the United States

Due Diligence Confidentiality Agreement Template for United States

A Due Diligence Confidentiality Agreement is a legally binding document used in the United States to protect sensitive information shared during a business evaluation process. It establishes the terms and conditions under which confidential information will be disclosed, used, and protected during due diligence investigations. The agreement typically includes provisions compliant with federal laws such as the Defend Trade Secrets Act and state-specific trade secret protection laws, making it enforceable across U.S. jurisdictions.

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What is a Due Diligence Confidentiality Agreement?

Due Diligence Confidentiality Agreements are essential documents used when one party needs to share sensitive business information with another party for evaluation purposes. These agreements, governed by U.S. federal and state laws, establish clear protocols for handling confidential information during due diligence processes, typically in contexts such as mergers, acquisitions, or investments. The agreement outlines specific obligations for protecting trade secrets, proprietary information, and other sensitive data, while defining permitted uses and establishing consequences for unauthorized disclosure.

What sections should be included in a Due Diligence Confidentiality Agreement?

1. Parties: Identification of the disclosing and receiving parties

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

3. Definitions: Key terms including Confidential Information, Representatives, and Permitted Purpose

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Term and Termination: Duration of obligations and termination provisions

6. Return of Information: Requirements for returning or destroying confidential information

What sections are optional to include in a Due Diligence Confidentiality Agreement?

1. Securities Laws Compliance: Required provisions for compliance with securities laws when dealing with publicly traded companies

2. Export Control: Provisions regarding international transfer of information and compliance with export control regulations

3. Non-Solicitation: Restrictions on soliciting employees or customers during and after the due diligence process

What schedules should be included in a Due Diligence Confidentiality Agreement?

1. Schedule of Representatives: List of authorized individuals who may access confidential information

2. Schedule of Specific Confidential Information: Detailed description of particularly sensitive information requiring special handling

3. Security Protocols: Specific procedures for handling and protecting confidential information

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

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
Clauses

























Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law that provides uniform federal protection for trade secrets, allowing companies to file civil lawsuits in federal court for trade secret misappropriation

Economic Espionage Act 1996: Federal criminal law that prohibits trade secret theft and economic espionage, particularly relevant for protecting confidential information from theft or unauthorized disclosure

Securities Exchange Act 1934: Federal law governing securities trading and disclosure requirements for publicly traded companies, relevant when confidential information includes material non-public information

Gramm-Leach-Bliley Act: Federal law requiring financial institutions to explain their information-sharing practices and protect sensitive data, applicable when financial information is involved

HIPAA: Federal law protecting sensitive patient health information, must be considered when healthcare-related information is part of the due diligence process

Uniform Trade Secrets Act: Model law adopted by most states providing uniform standards for trade secret protection and remedies for misappropriation at the state level

State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies that affect the validity and enforceability of the agreement

State Employment Laws: State-specific regulations affecting confidentiality obligations in employment relationships and post-employment restrictions

SEC Regulations: Federal securities regulations governing disclosure requirements and insider trading, particularly relevant for publicly traded companies

Export Control Regulations: Federal regulations controlling the export of sensitive information to foreign parties, must be considered when international parties are involved

Common Law Duty of Confidentiality: Legal principle establishing implied obligations of confidentiality in certain business relationships

Fiduciary Duties: Legal obligations of trust and loyalty that may arise in certain business relationships, affecting the scope of confidentiality obligations

Good Faith and Fair Dealing: Common law principle requiring parties to act honestly and fairly in contract performance and enforcement

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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