An Acquisition NDA is essential in the early stages of any potential merger or acquisition transaction under U.S. law. This document is typically executed before detailed discussions or due diligence begin, providing a framework for sharing sensitive business information while maintaining confidentiality. It protects both parties by clearly defining what constitutes confidential information, establishing usage restrictions, and setting forth obligations for handling and returning sensitive data. The agreement typically remains in effect even if the potential acquisition doesn't proceed.
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1. Parties: Identification of the disclosing and receiving parties involved in the acquisition NDA
2. Background: Context of the potential acquisition and purpose of the NDA, including reference to the contemplated transaction
3. Definitions: Key terms including Confidential Information, Transaction, Representatives, Affiliate, and other relevant defined terms
4. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
6. Term and Termination: Duration of confidentiality obligations and provisions for termination of the agreement
7. Return or Destruction of Information: Requirements and procedures for returning or destroying confidential information upon termination
8. Remedies: Legal remedies available in case of breach, including injunctive relief
9. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers of the other party during the evaluation period
2. Standstill Provisions: Restrictions on acquiring target company shares or making hostile takeover attempts (typically for public companies)
3. Exclusivity/No-Shop: Provisions preventing the target from seeking or entertaining other acquisition offers during a specified period
4. Securities Laws Compliance: Specific provisions addressing insider trading and securities laws compliance
5. Non-Circumvention: Provisions preventing parties from bypassing each other in the proposed transaction
1. Schedule A - Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule B - Excluded Information: Specific categories of information explicitly excluded from confidentiality obligations
3. Schedule C - Security Protocols: Detailed procedures and requirements for handling and protecting confidential information
4. Schedule D - Pre-Existing NDAs: List of any existing confidentiality agreements between the parties that this agreement supersedes or complements
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