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Data Room Confidentiality Agreement
I need a Data Room Confidentiality Agreement for a complex cross-border M&A transaction where our Danish company is selling multiple subsidiaries, requiring different access levels for various bidder groups and their advisors, with specific clean team provisions for competitors who may access highly sensitive commercial information.
1. Parties: Identification of the disclosing party (typically the data room provider) and the receiving party (the party being granted access)
2. Background: Context of the data room setup, typically relating to a potential transaction or due diligence process
3. Definitions: Key terms including 'Confidential Information', 'Data Room', 'Authorized Users', 'Project', and 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the data room
5. Access Rights and Restrictions: Rules governing access to the data room, including user authentication, time limitations, and technical restrictions
6. Confidentiality Obligations: Core obligations regarding use and non-disclosure of confidential information
7. Security Measures: Required technical and organizational security measures for accessing and handling the confidential information
8. Internal Distribution: Rules for sharing information with employees, advisors, and other authorized persons
9. Return or Destruction of Information: Obligations regarding confidential information after data room access ends
10. Duration of Obligations: Time period for which confidentiality obligations remain in force
11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Required when personal data is included in the data room, addressing GDPR compliance
2. Clean Team Arrangements: Used when certain highly sensitive information is restricted to specific individuals
3. Physical Documents: Required when the data room includes physical documents in addition to electronic files
4. Multi-jurisdictional Provisions: Needed when parties are from different jurisdictions or information is accessed across borders
5. Specific Use Restrictions: Added when there are particular concerns about competitive information or specific prohibited uses
6. Copies and Note-Taking: Special provisions regarding the right to make copies or take notes from data room materials
7. Professional Advisers: Specific provisions for access by external advisers such as lawyers, accountants, or consultants
1. Schedule 1 - Authorized Users: List of individuals authorized to access the data room and their access levels
2. Schedule 2 - Security Protocols: Detailed technical and organizational security requirements for data room access
3. Schedule 3 - Data Room Rules: Specific rules and procedures for data room use, including access times, download restrictions, etc.
4. Schedule 4 - Clean Team Members: If applicable, list of individuals designated as clean team members with special access rights
5. Appendix A - Data Processing Terms: Required when personal data is involved, containing GDPR-compliant data processing terms
6. Appendix B - Technical Requirements: Technical specifications for data room access, including supported browsers, plugins, etc.
Authors
Financial Services
Technology
Healthcare
Manufacturing
Real Estate
Energy
Retail
Professional Services
Telecommunications
Media & Entertainment
Consumer Goods
Industrial
Life Sciences
Infrastructure
Private Equity
Legal
Mergers & Acquisitions
Corporate Development
Information Security
Compliance
Finance
Information Technology
Business Development
Risk Management
Data Protection
Investment Banking
Corporate Finance
Chief Legal Officer
General Counsel
Legal Director
M&A Director
Corporate Development Manager
Due Diligence Manager
Information Security Officer
Data Protection Officer
Chief Financial Officer
Investment Director
Transaction Manager
Corporate Lawyer
Compliance Officer
Business Development Director
Chief Technology Officer
IT Security Manager
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