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NDA For Acquisition
"I need an NDA for Acquisition to protect confidential information during my tech company's due diligence process, as we're planning to acquire a UK-based software development firm in March 2025, with specific provisions for protecting source code and customer data."
1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the potential acquisition and purpose of the NDA
3. Definitions: Key terms used throughout the agreement including Confidential Information
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed
6. Term and Survival: Duration of the agreement and surviving obligations
7. Return of Confidential Information: Obligations regarding return or destruction of confidential materials
1. Non-Solicitation: Prevents poaching of employees/customers, include if staff contact likely
2. Exclusivity: Prevents negotiating with other parties, include if exclusive negotiations desired
3. Standstill Provisions: Prevents share dealing, include for listed company targets
4. Data Protection: Include if personal data will be shared during due diligence
1. Authorised Recipients: List of individuals/roles permitted to access confidential information
2. Confidential Information: Detailed description of information covered by the agreement
3. Security Measures: Specific requirements for protecting confidential information
4. Data Processing Terms: Required if personal data processing involved, GDPR compliance
Authors
Authorised Recipients
Business Day
Confidential Information
Consortium Members
Data Protection Laws
Disclosed Information
Due Diligence Materials
Effective Date
Group
Insider Information
Intellectual Property Rights
Material Breach
Permitted Purpose
Personal Data
Professional Advisers
Project [Codename]
Proposed Transaction
Representatives
Securities
Subsidiary
Target Business
Trade Secrets
Termination Date
Working Hours
Permitted Disclosures
Non-Circumvention
Return or Destruction of Information
Non-Solicitation
Exclusivity
Term and Termination
Announcements and Publicity
Insider Trading
Assignment
Notices
Third Party Rights
Data Protection
Intellectual Property Rights
Remedies
Severability
Variation
Entire Agreement
Governing Law
Jurisdiction
Costs
Counterparts
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