Due Diligence Confidentiality Agreement Template for Germany

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Key Requirements PROMPT example:

Due Diligence Confidentiality Agreement

"I need a Due Diligence Confidentiality Agreement under German law for a potential acquisition of a medical technology company, with specific provisions for GDPR compliance and handling of patient data, to be completed by March 2025."

Document background

A Due Diligence Confidentiality Agreement is essential when one party needs to examine confidential business information of another party for evaluation purposes, typically in the context of potential mergers, acquisitions, or significant business transactions. Under German law, this agreement must comply with specific requirements of the German Trade Secrets Act (GeschGehG) and the German Civil Code (BGB), while also considering data protection regulations where personal data is involved. The agreement sets out the framework for protecting confidential information, defining authorized users, establishing security protocols, and specifying the permitted purpose of the due diligence review. It is particularly crucial as it creates legally binding obligations under German law for handling sensitive business information and establishes clear procedures for the return or destruction of confidential materials once the due diligence process concludes.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties with full legal details

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

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Persons', and 'Due Diligence Materials'

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

5. Confidentiality Obligations: Core obligations regarding the use, protection, and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized persons or required by law

7. Information Security Measures: Specific requirements for protecting both physical and electronic confidential information

8. Return or Destruction of Confidential Information: Procedures for handling confidential information after the due diligence process

9. Duration and Survival: Term of the agreement and surviving obligations

10. Breach and Remedies: Consequences of breach including injunctive relief and damages

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Data Protection Compliance: Specific GDPR compliance provisions when personal data is involved in the due diligence

2. Third Party Rights: Provisions regarding confidential information belonging to third parties

3. Cross-Border Transfers: Additional provisions for when confidential information will be transferred outside Germany/EU

4. Insider Trading Prevention: Required for due diligence involving publicly traded companies

5. Clean Team Arrangements: Special provisions for handling particularly sensitive competitive information

6. Non-Solicitation: Optional restrictions on approaching employees or customers

7. Costs: Allocation of costs related to the due diligence process

Suggested Schedules

1. Authorized Persons List: Schedule listing all individuals and advisors authorized to access the confidential information

2. Security Protocols: Detailed procedures for handling and securing confidential information

3. Data Room Rules: Specific rules and procedures for accessing and using the data room

4. Destruction Certificate: Form of certificate to confirm destruction of confidential information

5. Permitted Purpose Detail: Detailed description of the specific transaction or purpose for which the due diligence is being conducted

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Manufacturing

Technology

Financial Services

Healthcare

Real Estate

Energy

Retail

Professional Services

Telecommunications

Automotive

Life Sciences

Infrastructure

Media and Entertainment

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Compliance

Data Protection

Executive Leadership

Investment Banking

Corporate Finance

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Manager

M&A Director

Investment Manager

Due Diligence Manager

Compliance Officer

Data Protection Officer

Legal Counsel

Investment Banker

Transaction Advisory Partner

Corporate Finance Director

Business Development Manager

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Let's create your Due Diligence Confidentiality Agreement

Authors

Alex Denne

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