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Acquisition NDA Template for Singapore

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Key Requirements PROMPT example:

Acquisition NDA

"Need an Acquisition NDA under Singapore law for a potential purchase of a fintech startup, must include robust data protection clauses and specific provisions for source code review during due diligence, targeting completion by March 2025."

Document background
An Acquisition NDA is essential in the early stages of any potential merger or acquisition in Singapore, where parties need to exchange sensitive business information for evaluation purposes. This document, governed by Singapore law, establishes confidentiality obligations before detailed due diligence begins, protecting proprietary information, trade secrets, and personal data. It typically precedes more detailed transaction documents and is crucial for compliance with Singapore's regulatory framework, including the Personal Data Protection Act and relevant corporate regulations.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context of the potential acquisition and purpose of the NDA

3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives'

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

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed

6. Term and Survival: Duration of the agreement and surviving obligations

7. Return of Confidential Information: Obligations regarding return or destruction of confidential information

Optional Sections

1. Non-Solicitation: Prevents poaching of employees/customers during the due diligence process and for a period afterward

2. Standstill Provisions: Restricts acquisition of shares or assets without consent, typically used for public companies

3. Data Protection: Specific provisions for personal data handling under Singapore's PDPA

4. Exclusivity: Prevents negotiations with other parties during a specified period

Suggested Schedules

1. Description of Purpose: Detailed description of the proposed transaction or acquisition

2. Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Security Protocols: Specific procedures for handling and protecting confidential information

4. Excluded Information: List of information explicitly excluded from confidentiality obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























Clauses




























Industries

Contracts Act (Cap. 2): Primary legislation governing the formation and enforcement of contracts in Singapore, providing the fundamental legal framework for NDAs as contractual agreements

Evidence Act (Cap. 97): Governs the handling and admissibility of confidential communications and evidence in legal proceedings

Personal Data Protection Act 2012 (PDPA): Regulates the collection, use, disclosure, and care of personal data, including cross-border data transfer requirements

Competition Act (Cap. 50B): Regulates merger control and information sharing between companies, relevant for acquisition contexts

Securities and Futures Act (Cap. 289): Applies to transactions involving listed companies and regulates securities market conduct

Companies Act (Cap. 50): Provides framework for corporate governance and company operations in Singapore

Code on Take-overs and Mergers: Regulates acquisition activities involving public companies in Singapore

Banking Act: Specific regulations for transactions involving financial institutions and banking sector confidential information

Insurance Act: Specific regulations for transactions involving insurance companies and related confidential information

Telecommunications Act: Specific regulations for transactions in the telecommunications sector

Employment Act: Governs employment relationships and protection of employee information in Singapore

Workplace Safety and Health Act: Regulates workplace safety information and related confidential data

Common Law Principles: Traditional legal principles protecting trade secrets and confidential information through case law

SGX Listing Rules: Regulations governing listed companies on the Singapore Exchange, including disclosure obligations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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