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NDA Acquisition
"I need an NDA Acquisition agreement for a potential tech company acquisition in Hong Kong, where we'll be sharing sensitive source code and customer data during due diligence, with special attention to data privacy compliance and protection of intellectual property."
1. Parties: Identification of the disclosing party (typically seller) and receiving party (typically buyer), including full legal names and registered addresses
2. Background: Context of the potential acquisition and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Transaction' and 'Affiliate'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the potential acquisition
5. Permitted Use and Disclosure: Specifications on how confidential information can be used and to whom it can be disclosed
6. Obligations of Receiving Party: Core confidentiality obligations and standard of care required
7. Security Measures: Required procedures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information if the transaction doesn't proceed
9. Duration and Survival: Term of the agreement and survival of obligations
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement, etc.
1. Non-Solicitation: Restrictions on soliciting employees or customers, often included when human capital or customer relationships are key to the transaction
2. Standstill Provisions: Restrictions on acquiring target company shares, typically included for listed company targets
3. Non-Circumvention: Prevents parties from bypassing each other in the transaction, important when intermediaries are involved
4. Anti-Money Laundering Compliance: Required for regulated industries or when dealing with financial institutions
5. Data Privacy Compliance: Specific provisions for handling personal data under Hong Kong's PDPO, necessary when personal data is involved
6. Securities Laws Compliance: Required when dealing with listed companies or regulated entities
7. Reverse Engineering Prohibition: Important when sharing technical information or trade secrets
8. Non-Compete: May be included when sharing highly sensitive competitive information
1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and procedures for handling confidential information
3. Schedule 3 - Excluded Information: Specific categories of information explicitly excluded from confidentiality obligations
4. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertaking to be signed by representatives
5. Appendix B - Data Room Rules: If applicable, rules governing access to and use of virtual or physical data rooms
6. Appendix C - Clean Team Protocols: If applicable, protocols for handling commercially sensitive information
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Media & Entertainment
Consumer Goods
Infrastructure
Education
Logistics
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Information Security
Executive Leadership
Business Development
Strategy
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Banking Director
M&A Manager
Due Diligence Manager
Legal Counsel
Compliance Officer
Business Development Director
Strategy Director
Finance Director
Company Secretary
Risk Manager
Information Security Officer
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