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NDA Mergers And Acquisitions
"Need an NDA Mergers And Acquisitions agreement to protect confidential information during our upcoming acquisition of a software company, with specific provisions for protecting source code and customer data, and clean team arrangements as we operate in the same industry."
1. Parties: Identification of the disclosing and receiving parties, including any parent companies or affiliates covered by the agreement
2. Background: Context of the potential M&A transaction and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Transaction', 'Representatives', 'Clean Team Members'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the M&A context
5. Permitted Use: Specific purposes for which confidential information may be used, limited to transaction evaluation
6. Non-Disclosure Obligations: Core confidentiality obligations and standard of care
7. Term and Termination: Duration of confidentiality obligations and termination provisions
8. Return or Destruction of Information: Requirements for handling confidential information post-termination
1. Clean Team Provisions: Special handling requirements for competitively sensitive information when parties are competitors
2. Standstill Provisions: Restrictions on acquiring target company securities when target is publicly traded
3. Non-Solicitation: Restrictions on soliciting employees or customers when parties have valuable employee/customer relationships
4. Exclusive Dealing: Commitment not to negotiate with other parties when exclusivity is required for transaction
1. Clean Team Members List: Identified individuals allowed to access highly sensitive information
2. Information Security Requirements: Technical and organizational measures for protecting confidential information
3. Permitted Representatives: List of authorized individuals or categories of persons who may access confidential information
4. Excluded Information: Specific categories of information excluded from confidentiality obligations
Authors
Transaction
Representatives
Clean Team Members
Affiliate
Evaluation Material
Definitive Agreement
Permitted Purpose
Disclosing Party
Receiving Party
Material Non-Public Information
Trade Secrets
Proprietary Information
Due Diligence Materials
Excluded Information
Securities
Inside Information
Business Day
Effective Date
Termination Date
Authorized Recipients
Competing Business
Discussion Period
Privileged Information
Parent Company
Use Restrictions
Information Security
Return or Destruction of Information
Non-Solicitation
Non-Circumvention
Standstill
Clean Team Arrangements
Securities Trading Restrictions
Term and Termination
Remedies
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Survival
Notice Requirements
Permitted Disclosures
Representatives' Obligations
No License Grant
No Commitment to Transaction
Public Announcements
Amendment and Waiver
Counterparts
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