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Data Room Confidentiality Agreement
"I need a Data Room Confidentiality Agreement for a Series B fundraising round in March 2025, with specific provisions for virtual data room access by potential investors from both Hong Kong and mainland China, including clean team arrangements for competitors."
1. Parties: Identification of the disclosing party (data room provider), receiving party, and any authorized representatives
2. Background: Context of the data room setup, purpose of disclosure (e.g., due diligence, transaction evaluation), and general framework of the arrangement
3. Definitions: Key terms including Confidential Information, Authorized Users, Data Room, Permitted Purpose, Representatives, etc.
4. Access to Data Room: Terms and conditions for accessing the data room, including security protocols and authentication requirements
5. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information accessed in the data room
6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized representatives or as required by law
7. Security Measures: Specific requirements for maintaining security of accessed information, including digital security protocols
8. Return or Destruction of Information: Obligations regarding downloaded materials and information upon completion of the permitted purpose or termination
9. Term and Termination: Duration of access rights and confidentiality obligations, termination triggers and processes
10. Breach and Remedies: Consequences of breach, including injunctive relief and other remedies
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.
1. Privileged Information: Special provisions for handling legally privileged information, used when legal documents are included in the data room
2. Clean Team Arrangements: Specific provisions for handling commercially sensitive information, used when competitors are accessing the data room
3. Data Privacy Compliance: Specific obligations regarding personal data handling, used when personal data is included in the data room
4. Regulatory Compliance: Industry-specific compliance requirements, used for regulated industries like financial services or healthcare
5. Inside Information: Special provisions for listed companies regarding handling of price-sensitive information
6. International Transfer: Provisions for cross-border data transfers, used when parties are in different jurisdictions
7. Costs and Expenses: Allocation of costs related to data room access and maintenance, used in complex transactions
1. Schedule 1 - Authorized Users: List of individuals authorized to access the data room, including their roles and access levels
2. Schedule 2 - Security Protocols: Detailed technical and operational security requirements for data room access and use
3. Schedule 3 - Permitted Purpose: Detailed description of the specific permitted purpose(s) for which the information may be used
4. Schedule 4 - Data Room Rules: Specific rules and protocols for data room use, including downloading, printing, and sharing restrictions
5. Schedule 5 - Notice Details: Contact details for notices and communications between parties
6. Appendix A - Access Request Form: Template form for requesting access for additional authorized users
7. Appendix B - Confidentiality Undertaking: Form of confidentiality undertaking to be signed by individual authorized users
Authors
Agreement
Authorized Purpose
Authorized Representative
Authorized User
Business Day
Clean Team
Clean Team Member
Confidential Information
Control
Data Protection Laws
Data Room
Data Room Administrator
Data Room Rules
Disclosing Party
Effective Date
Electronic Copy
Group
Hard Copy
Inside Information
Laws
Non-Disclosure Agreement
Notice
Personal Data
Personnel
Privileged Information
Professional Advisers
Project
Receiving Party
Representatives
Security Protocols
Subsidiary
Term
Third Party
Transaction
User Credentials
Virtual Data Room
Confidentiality Obligations
Access Rights
Data Protection
Security Measures
Use Restrictions
Permitted Disclosures
Return or Destruction of Information
Term and Survival
Breach and Remedies
Intellectual Property
Warranties and Representations
Information Security
Clean Team Provisions
Inside Information
Regulatory Compliance
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Third Party Rights
Variation
Waiver
Costs
Counterparts
Electronic Execution
Governing Law
Jurisdiction
Financial Services
Technology
Healthcare
Real Estate
Manufacturing
Energy
Telecommunications
Professional Services
Retail
Education
Mining and Resources
Infrastructure
Media and Entertainment
Biotechnology
Transportation and Logistics
Legal
Compliance
Corporate Development
Mergers & Acquisitions
Information Technology
Data Protection
Finance
Deal Advisory
Executive Management
Business Development
Information Security
Risk Management
Corporate Secretariat
General Counsel
Legal Counsel
Compliance Officer
Chief Financial Officer
Investment Director
M&A Director
Due Diligence Manager
Corporate Secretary
Data Protection Officer
Information Security Manager
Deal Manager
Transaction Advisory Manager
Chief Executive Officer
Chief Operating Officer
Project Manager
Business Development Director
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