Confidentiality Agreement Mergers And Acquisitions Template for India

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Key Requirements PROMPT example:

Confidentiality Agreement Mergers And Acquisitions

"I need a Confidentiality Agreement Mergers And Acquisitions document for a potential acquisition of an Indian tech startup by our US-based corporation, with special emphasis on data protection and intellectual property protection, to be effective from March 2025."

Document background
The Confidentiality Agreement Mergers And Acquisitions document is essential in the Indian M&A landscape where protection of sensitive business information is crucial during transaction exploration and due diligence. It serves as a critical preliminary agreement before detailed M&A negotiations commence, ensuring that confidential information shared during the evaluation process remains protected under Indian law. The agreement is particularly important given India's evolving corporate environment and increasing cross-border transactions, incorporating provisions that comply with both the Companies Act 2013 and SEBI regulations for listed entities. This document is typically executed as the first step in M&A discussions, before any detailed financial or operational information is shared between parties.
Suggested Sections

1. Parties: Identification of the disclosing party, receiving party, and their respective legal entities

2. Background: Context of the potential M&A transaction and purpose of sharing confidential information

3. Definitions: Detailed definitions including Confidential Information, Representatives, Permitted Purpose, Transaction

4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information in the M&A context

5. Obligations of Confidentiality: Core confidentiality obligations and standard of care required

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

7. Security Measures: Required procedures for maintaining security of confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed

9. Duration of Obligations: Time period for which confidentiality obligations remain in force

10. Non-Circumvention: Restrictions on using information to compete or circumvent the potential transaction

11. Remedies: Available remedies in case of breach, including injunctive relief

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, included when talent retention is a key concern

2. Standstill Provisions: Restrictions on acquiring target company shares, included for listed company targets

3. Anti-Trust/Competition Compliance: Special provisions for handling competitively sensitive information, included when parties are competitors

4. Data Protection Compliance: Specific provisions for handling personal data, included when personal data transfer is involved

5. Public Announcements: Controls on public statements about the potential transaction, included for sensitive or listed company transactions

6. Insider Trading Prevention: Special provisions for listed companies to prevent insider trading

7. Clean Team Arrangements: Provisions for handling particularly sensitive competitive information, included when detailed competitive information will be shared

Suggested Schedules

1. Schedule 1 - Authorized Representatives: List of authorized representatives who may access confidential information

2. Schedule 2 - Security Protocols: Detailed security measures and protocols for handling confidential information

3. Schedule 3 - Excluded Information: List of specific information excluded from confidentiality obligations

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors

5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room

6. Appendix C - Clean Team Protocol: Detailed procedures for clean team members handling competitive information

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

Technology

Manufacturing

Financial Services

Healthcare

Pharmaceuticals

Real Estate

Infrastructure

Retail

E-commerce

Telecommunications

Energy

Automotive

Consumer Goods

Media and Entertainment

Professional Services

Relevant Teams

Legal

Corporate Development

Finance

Executive Leadership

Strategy

Business Development

Compliance

Risk Management

Corporate Secretariat

Investment Banking

Due Diligence

Information Security

Data Protection

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Investment Banking Director

Legal Counsel

Corporate Secretary

Business Development Manager

Strategy Director

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

Board Member

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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