This NDA Mergers And Acquisitions template is specifically designed for use in Philippine M&A transactions where parties need to exchange sensitive business information during deal negotiations and due diligence. It complies with Philippine legal requirements including the Securities Regulation Code, Corporation Code, and Data Privacy Act, while incorporating international best practices for M&A transactions. The document is typically used at the initial stages of a potential transaction, before detailed due diligence begins, and remains effective throughout the deal process. It includes comprehensive provisions for protecting confidential information, handling personal data, maintaining securities law compliance, and addressing specific requirements of Philippine regulators such as the Securities and Exchange Commission and Philippine Competition Commission.
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1. Parties: Identification of the disclosing party, receiving party, and any affiliated entities involved in the potential M&A transaction
2. Background: Context of the potential M&A transaction and purpose of sharing confidential information
3. Definitions: Detailed definitions including Confidential Information, Representatives, Permitted Purpose, and Transaction
4. Confidentiality Obligations: Core obligations regarding the use, protection, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
6. Information Security: Specific measures required to protect confidential information, including digital security requirements
7. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination or request
8. Duration and Survival: Term of the agreement and survival of obligations post-termination
9. Non-Circumvention: Restrictions on using confidential information to compete or circumvent the disclosing party
10. Remedies: Legal remedies available in case of breach, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
1. Non-Solicitation: Restrictions on soliciting employees or customers, used when human capital or customer relationships are particularly valuable
2. Standstill Provisions: Restrictions on acquiring securities or assets, used when dealing with public companies
3. Anti-Trust Compliance: Special provisions for handling competitively sensitive information, used when parties are competitors
4. Data Privacy Compliance: Specific provisions addressing Philippine Data Privacy Act requirements, used when personal data is involved
5. Deal Team Restrictions: Limitations on which personnel can access information, used in sensitive transactions
6. No Representations or Warranties: Disclaimer regarding accuracy of confidential information, used in early-stage discussions
7. Securities Law Compliance: Special provisions regarding inside information, used when target is publicly listed
1. Schedule A - Authorized Representatives: List of authorized personnel who may access confidential information
2. Schedule B - Scope of Confidential Information: Detailed description of information covered by the agreement
3. Schedule C - Security Protocols: Specific security measures required for handling confidential information
4. Schedule D - Affiliated Entities: List of related entities covered by the agreement
5. Schedule E - Excluded Information: Information specifically excluded from confidentiality obligations
6. Schedule F - Data Processing Requirements: Specific requirements for handling personal data under Philippine law
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