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Non Disclosure Agreement Due Diligence
"I need a Non Disclosure Agreement Due Diligence to protect confidential information during our upcoming Series B funding round, where we'll be sharing sensitive financial and technical information with potential investors based in Singapore and the UK starting March 2025."
1. Parties: Identification of disclosing and receiving parties, including registered addresses and company registration details
2. Background: Context of the due diligence process and purpose of information sharing
3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Affiliate' and other relevant defined terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and any exclusions
5. Permitted Use: Specific purposes for which confidential information may be used and shared
6. Obligations of Receiving Party: Core confidentiality obligations, standard of care, and security measures
7. Term and Survival: Duration of agreement and obligations that survive termination
8. Return or Destruction: Requirements for handling confidential information after completion
9. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement
1. Data Protection Provisions: Specific PDPA compliance measures for handling personal data
2. Securities Trading Restrictions: Provisions preventing insider trading and securities law compliance
3. Non-Solicitation: Restrictions on soliciting employees or customers of the disclosing party
4. Regulatory Compliance: Industry-specific regulatory requirements and compliance measures
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access and handle confidential information
2. Schedule 2 - Data Room Rules: Procedures and protocols for accessing and handling information in physical or virtual data rooms
3. Schedule 3 - Information Security Requirements: Technical and organizational measures required for protecting confidential information
4. Schedule 4 - Specific Categories of Confidential Information: Detailed listing of particular types of confidential information covered by the agreement
Authors
Purpose
Authorized Representatives
Affiliates
Business Day
Disclosing Party
Receiving Party
Due Diligence Materials
Evaluation Material
Personal Data
Project
Representatives
Trade Secrets
Virtual Data Room
Permitted Purpose
Associated Person
Confidentiality Period
Intellectual Property Rights
Transaction
Group
Professional Advisers
Data Protection Laws
Disclosed Information
Effective Date
Working Hours
Permitted Use
Exclusions from Confidentiality
Return or Destruction of Information
Data Protection
Security Measures
Term and Survival
Non-Disclosure
Representatives and Advisers
Permitted Disclosures
Inside Information
Notice Requirements
No License Grant
No Warranty
Remedies
Indemnification
Assignment
Severability
Variation
Third Party Rights
Governing Law
Jurisdiction
Entire Agreement
Counterparts
Costs
Force Majeure
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