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Acquisition NDA
"Need an Acquisition NDA under Singapore law for a potential purchase of a fintech startup, must include robust data protection clauses and specific provisions for source code review during due diligence, targeting completion by March 2025."
1. Parties: Identification of the disclosing and receiving parties
2. Background: Context of the potential acquisition and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives'
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed
6. Term and Survival: Duration of the agreement and surviving obligations
7. Return of Confidential Information: Obligations regarding return or destruction of confidential information
1. Non-Solicitation: Prevents poaching of employees/customers during the due diligence process and for a period afterward
2. Standstill Provisions: Restricts acquisition of shares or assets without consent, typically used for public companies
3. Data Protection: Specific provisions for personal data handling under Singapore's PDPA
4. Exclusivity: Prevents negotiations with other parties during a specified period
1. Description of Purpose: Detailed description of the proposed transaction or acquisition
2. Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Security Protocols: Specific procedures for handling and protecting confidential information
4. Excluded Information: List of information explicitly excluded from confidentiality obligations
Authors
Purpose
Transaction
Representatives
Affiliate
Authorized Recipients
Business Day
Commencement Date
Completion Date
Disclosing Party
Receiving Party
Due Diligence
Evaluation Material
Group
Permitted Purpose
Personal Data
Related Corporation
Relevant Period
Securities
Subsidiary
Target Business
Third Party
Trade Secrets
Working Hours
Permitted Disclosures
Term and Duration
Return or Destruction of Information
Non-Solicitation
Non-Circumvention
No Commitment
Securities Laws Compliance
Insider Trading Prevention
Remedies
Injunctive Relief
Notice Requirements
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Data Protection
Representatives' Obligations
No License Grant
Public Announcements
Surviving Obligations
Third Party Rights
Costs
Counterparts
Amendment
Standstill Provisions
Exclusivity
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