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Non Disclosure Agreement Due Diligence
1. Parties: Identification of the disclosing and receiving parties, including company details and registration numbers
2. Background: Context of the due diligence process and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Due Diligence Process', 'Permitted Purpose', 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context
5. Permitted Disclosure: Circumstances under which confidential information may be shared and with whom
6. Obligations of Confidentiality: Core confidentiality obligations and standard of care required
7. Data Protection Compliance: GDPR and Danish Data Protection Act compliance requirements
8. Security Measures: Required security measures for handling confidential information
9. Return or Destruction of Information: Obligations regarding confidential information after due diligence completion
10. Duration and Survival: Term of the agreement and surviving obligations
11. Breach and Remedies: Consequences of breach and available remedies
12. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction
1. Clean Team Arrangements: For situations where competitors are involved and additional safeguards are needed
2. Insider Trading Prevention: Required for due diligence involving listed companies
3. Non-Solicitation: Optional restrictions on soliciting employees or customers
4. Exclusivity Provisions: For situations requiring exclusive due diligence rights
5. Electronic Information Systems: Specific provisions for virtual data room access and usage
6. Competition Law Compliance: Required when sharing commercially sensitive information between competitors
7. Assignment and Subcontracting: Optional provisions for allowing/restricting transfer of rights
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information
2. Schedule 2 - Security Protocols: Detailed security requirements and procedures
3. Schedule 3 - Data Processing Requirements: Specific GDPR and data protection compliance requirements
4. Schedule 4 - Information Return/Destruction Protocol: Detailed procedures for return or destruction of confidential information
5. Appendix A - Clean Team Members: If applicable, list of approved clean team members and their obligations
6. Appendix B - Data Room Rules: If applicable, specific rules and procedures for virtual/physical data room access
Authors
Due Diligence Process
Permitted Purpose
Representatives
Affiliates
Authorized Recipients
Business Day
Clean Team
Data Room
Disclosing Party
Receiving Party
Evaluation Material
Group
Personal Data
Project
Purpose
Related Persons
Restricted Period
Security Requirements
Transaction
Permitted Disclosees
Trade Secrets
Virtual Data Room
Working Papers
Associated Company
Contractual Period
Data Protection Legislation
Destruction
Discussions
Inside Information
Professional Advisers
Return Period
Sensitive Information
Permitted Use
Data Protection
Information Security
Return of Information
Destruction of Information
Permitted Disclosure
Trade Secrets Protection
Clean Team Arrangements
Data Room Access
Term and Survival
Breach and Remedies
Governing Law
Jurisdiction
Assignment
Severability
Force Majeure
Notices
Entire Agreement
Variation
Third Party Rights
Electronic Execution
Competition Law Compliance
Insider Trading Prevention
Non-Solicitation
Costs
Announcements
Counterparts
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