Data Room Confidentiality Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
The Data Room Confidentiality Agreement is essential in corporate transactions where sensitive business information needs to be shared with potential investors, buyers, or other authorized parties. This document, governed by Hong Kong law, establishes a secure framework for sharing confidential information through physical or virtual data rooms during due diligence processes, mergers and acquisitions, joint ventures, or other corporate transactions. It typically contains provisions for data protection, access controls, usage restrictions, and security measures, ensuring compliance with Hong Kong's legal requirements including the Personal Data (Privacy) Ordinance and relevant securities regulations. The agreement is particularly crucial in protecting proprietary information while facilitating necessary business transactions and evaluations.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Healthcare

Real Estate

Manufacturing

Energy

Telecommunications

Professional Services

Retail

Education

Mining and Resources

Infrastructure

Media and Entertainment

Biotechnology

Transportation and Logistics

Relevant Teams

Legal

Compliance

Corporate Development

Mergers & Acquisitions

Information Technology

Data Protection

Finance

Deal Advisory

Executive Management

Business Development

Information Security

Risk Management

Corporate Secretariat

Relevant Roles

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

Industries
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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