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Due Diligence NDA
"I need a Due Diligence NDA under Irish law for a potential acquisition of a pharmaceutical company, with specific provisions for protecting clinical trial data and research information, and additional clean team arrangements for handling commercially sensitive market data."
1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities
2. Background: Context of the due diligence process and purpose of the agreement
3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, and Affiliated Entities
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
6. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after the due diligence process
7. Duration and Survival: Term of the agreement and surviving obligations
8. No Rights or Licenses: Clarification that no intellectual property rights are transferred
9. Remedies: Available remedies in case of breach, including injunctive relief
10. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Specific provisions for GDPR compliance when personal data is involved
2. Inside Information: Special provisions for handling market-sensitive information if either party is publicly traded
3. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the transaction
4. Standstill Provisions: Restrictions on acquiring shares or assets during the due diligence process
5. Anti-Trust Compliance: Specific provisions for handling competitively sensitive information
6. Clean Team Arrangements: Procedures for restricted access to highly sensitive commercial information
1. Schedule 1 - Scope of Due Diligence: Detailed description of the areas covered by the due diligence investigation
2. Schedule 2 - Authorized Representatives: List of individuals authorized to access confidential information
3. Schedule 3 - Security Protocols: Specific procedures for handling and storing confidential information
4. Schedule 4 - Data Room Rules: Procedures and rules for accessing and using the virtual data room
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
Authors
Agreement
Authorized Recipients
Business Day
Clean Team
Confidential Information
Data Protection Laws
Data Room
Disclosing Party
Due Diligence Materials
Effective Date
Group
Inside Information
Personal Data
Permitted Purpose
Professional Advisers
Project
Receiving Party
Representatives
Restricted Information
Securities Laws
Special Access Information
Term
Trade Secrets
Transaction
Virtual Data Room
Data Protection
Information Security
Permitted Disclosures
Return of Information
Non-Circumvention
Non-Solicitation
Inside Information
Clean Team Arrangements
Term and Survival
Remedies
Indemnification
Assignment
Notice
Severability
Entire Agreement
Third Party Rights
Variation
Counterparts
Governing Law
Jurisdiction
Electronic Execution
Financial Services
Technology
Healthcare
Manufacturing
Real Estate
Retail
Energy
Telecommunications
Professional Services
Media & Entertainment
Pharmaceuticals
Construction
Agriculture
Transportation & Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Business Development
Strategy
Information Security
Data Protection
Investment
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Manager
Investment Director
Due Diligence Manager
Legal Counsel
Compliance Officer
Business Development Director
Finance Director
Strategy Director
Data Protection Officer
Risk Manager
Corporate Secretary
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