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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."
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
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
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
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