Data Room Confidentiality Agreement Template for United States

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Key Requirements PROMPT example:

Data Room Confidentiality Agreement

"I need a Data Room Confidentiality Agreement for a healthcare company merger, with specific provisions for HIPAA compliance and clean team requirements, as we'll be sharing sensitive patient data and competitive information starting March 2025."

Document background

The Data Room Confidentiality Agreement is essential when organizations need to share sensitive information in a controlled environment for due diligence, corporate transactions, or strategic evaluations. This agreement, governed by U.S. federal and state laws, defines the framework for secure information sharing, user access controls, and confidentiality obligations. It's particularly crucial in M&A transactions, investment evaluations, and other scenarios requiring careful management of proprietary information access.

Suggested Sections

1. Parties: Identification of all parties accessing and providing the data room information

2. Background: Context of the data room setup and purpose of information sharing

3. Definitions: Key terms including 'Confidential Information', 'Authorized Users', 'Data Room', 'Project'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Access and Security: Rules for data room access, security protocols, and user authentication

6. Permitted Uses: Specific allowed uses of the confidential information

7. Return or Destruction: Requirements for handling information after access period ends

8. Term and Termination: Duration of agreement and termination provisions

Optional Sections

1. Clean Team Provisions: Special provisions for handling competitively sensitive information when parties are competitors

2. Export Control: Provisions regarding export-controlled information when international parties are involved

3. Data Privacy Compliance: Specific provisions for handling personal data when personal information is included in the data room

4. Industry-Specific Provisions: Additional requirements based on specific industry regulations and compliance needs

Suggested Schedules

1. Authorized Users List: List of individuals authorized to access the data room

2. Security Protocols: Detailed technical and procedural security requirements

3. Access Procedures: Step-by-step process for accessing and using the data room

4. Document Categories: Classification of different types of confidential information

5. Clean Team Members: List of approved clean team members (if applicable)

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Mergers & Acquisitions
Private Equity
Real Estate
Healthcare
Technology

Relevant Teams

Legal
Corporate Development
Information Technology
Finance
Compliance

Relevant Roles

Chief Legal Officer
M&A Director
Due Diligence Manager
Information Security Officer
Corporate Development Executive

Find the exact document you need

Letter Of Confidentiality

A U.S.-governed legal document establishing confidentiality obligations between parties sharing sensitive information, protecting proprietary data and trade secrets under federal and state laws.

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Let's create your Data Room Confidentiality Agreement

Authors

Alex Denne

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