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Acquisition Confidentiality Agreement
"I need an Acquisition Confidentiality Agreement for a potential tech company acquisition in India, with specific provisions for protecting source code and customer data, and including clean team protocols as we're acquiring a competitor."
1. Parties: Identification of the disclosing party, receiving party, and any parent companies or guarantors
2. Background: Context of the proposed acquisition and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Purpose', 'Transaction' and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Information Security Measures: Required measures for protecting and securing confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after termination or upon request
9. Duration and Survival: Term of the agreement and which provisions survive termination
10. Non-Circumvention: Restrictions on using information to compete or circumvent the disclosing party
11. Remedies: Available remedies in case of breach, including injunctive relief
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Standstill Provisions: Used when the target is a public company to prevent unauthorized stock purchases or takeover attempts
2. Non-Solicitation of Employees: Include when there's risk of talent poaching during the due diligence process
3. Public Announcements: Required for deals involving listed companies or where public disclosure is regulated
4. Exclusivity/No-Shop: Optional provision preventing the target from seeking other buyers for a specified period
5. Data Privacy Compliance: Detailed section needed when personal data or sensitive personal data will be shared
6. Anti-trust Compliance: Required when dealing with competitors or in regulated industries
7. Deal Team Restrictions: Used to limit which personnel can access information in Chinese Wall situations
8. Securities Law Compliance: Required when either party is publicly traded
1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures
3. Schedule 3 - Excluded Information: List of specific information excluded from confidentiality obligations
4. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by representatives accessing confidential information
5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room if applicable
6. Appendix C - Clean Team Protocol: Protocols for handling commercially sensitive information, if applicable
Authors
Agreement
Authorized Representatives
Business Day
Confidential Information
Control
Data Room
Definitive Agreement
Disclosing Party
Effective Date
Evaluation Material
Group
Information Security Measures
Intellectual Property Rights
Party/Parties
Permitted Purpose
Personal Data
Proposed Transaction
Receiving Party
Representatives
Restricted Period
Securities Laws
Sensitive Personal Data
Subsidiary
Term
Third Party
Trade Secrets
Transaction Documents
Unauthorized Disclosure
Undertaking
Non-Disclosure
Permitted Use
Information Security
Return of Information
Non-Circumvention
Non-Solicitation
Standstill
Term and Termination
Governing Law
Dispute Resolution
Indemnification
Remedies
Assignment
Notice
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Data Protection
Securities Compliance
Regulatory Compliance
Representatives
Public Announcements
Survival
Costs
Counterparts
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Telecommunications
Energy
Infrastructure
Pharmaceuticals
E-commerce
Automotive
Consumer Goods
Media and Entertainment
Professional Services
Legal
Corporate Development
Finance
Executive Leadership
Mergers & Acquisitions
Business Development
Compliance
Risk Management
Information Security
Strategy
Corporate Secretarial
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Director
Business Development Manager
Investment Banker
Legal Counsel
Due Diligence Manager
Integration Manager
Corporate Secretary
Risk Manager
Compliance Officer
Strategy Director
Information Security Officer
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