NDA For Due Diligence Generator for England and Wales

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Key Requirements PROMPT example:

NDA For Due Diligence

"I need an NDA for Due Diligence to protect confidential information during our upcoming Series B funding round, with specific provisions for technology IP and source code protection, to be effective from March 2025."

Document background
An NDA for Due Diligence is essential when one party needs to share sensitive business information with another party for evaluation purposes, typically in connection with a potential transaction or investment. This document, governed by English and Welsh law, creates a framework for secure information sharing while maintaining confidentiality. It's particularly crucial in M&A transactions, investments, or strategic partnerships where detailed company information needs to be reviewed. The agreement defines what constitutes confidential information, permitted uses, security requirements, and obligations of all parties involved.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company numbers

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

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

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

5. Permitted Disclosures: Circumstances under which confidential information can be shared

6. Return or Destruction of Information: Obligations regarding handling of information after completion/termination

7. Duration: Term of confidentiality obligations

8. Governing Law and Jurisdiction: Specification of English and Welsh law and courts

Optional Sections

1. Data Protection: Additional provisions for GDPR compliance when personal data is involved in the due diligence process

2. Inside Information: Special provisions for handling market-sensitive information when listed companies are involved

3. Non-Solicitation: Restrictions on approaching employees or customers when human resource or customer information is shared

4. Standstill Provisions: Restrictions on share dealings for public company transactions

Suggested Schedules

1. Description of Purpose: Detailed description of the permitted purpose for information use

2. Categories of Confidential Information: Specific types of information covered by the agreement

3. Authorized Representatives: List of individuals/roles permitted to access the information

4. Security Requirements: Specific security measures required for information protection

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

Industries

Data Protection Act 2018: UK's implementation of GDPR, governing the processing and protection of personal data in the context of confidential information sharing during due diligence

Trade Secrets Regulations 2018: Legislation protecting trade secrets and providing remedies for their unlawful acquisition, use or disclosure during due diligence processes

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, relevant for determining scope of confidentiality obligations

Misuse of Private Information: Common law tort protecting against misuse of private information, providing additional protection beyond contractual obligations

Law of Confidence: Common law principle protecting confidential information and imposing obligations on recipients of such information

Breach of Contract Principles: Common law principles governing remedies and enforcement of contractual obligations in case of breach

Equitable Principles: Legal principles providing additional protection for confidential information based on equity and fairness

FCA Regulations: Financial Conduct Authority regulations governing handling of sensitive financial information during due diligence

Competition Law: Legal framework ensuring that information sharing during due diligence does not breach competition regulations

Market Abuse Regulations: Rules governing handling of price-sensitive information, particularly relevant for listed companies

Sector-Specific Regulations: Industry-specific regulatory requirements that may affect confidentiality obligations (e.g., healthcare, financial services)

Professional Codes of Conduct: Professional standards and requirements that may impose additional obligations on handling confidential information

EU GDPR: European Union data protection regulations that may apply if EU data subjects are involved in the due diligence process

International Data Transfer Provisions: Rules governing the international transfer of confidential data, including requirements for adequate safeguards

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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