Finance Mergers & Acquisitions Confidentiality NDA
This agreement herein, “Agreement,” effective as of January 1, 2050, is entered into by and between [Your Company Name], hereinafter referred to as the “Disclosing Party,” and [Your Partner Company Name / Second Party], hereinafter referred to as the “Receiving Party.”
1. DEFINITIONS
As referenced in this agreement, the phrase "Confidential Information" signifies all data, not limited to either technical or non-technical aspects, given by the Disclosing Party towards the Receiving Party. The particulars of this information can cover a broad spectrum of areas but not restricted to them, including proprietary information which embodies unique knowledge or data owned by the Disclosing Party. This could also involve patent plans, that offers a comprehensive design or blueprint relating to their original inventions, concepts or processes. Additionally, details about the Disclosing Party’s business operations and their respective strategies that guide its functioning, Right up to customer information, which pertains to critical data about their clientele, can also be encompassed in the term "Confidential Information."
2. PROTECTION OF SENSITIVE INFORMATION
The party who receives the information, hereafter referred to as the 'Receiving Party', is in agreement that they will utilize the sensitive or proprietary details, henceforth called 'Confidential Information', only for the purpose of critically evaluating the prospects of engaging in potential business relationships or considering investment opportunities with the party who disclosed this information, referred to as the 'Disclosing Party'. In addition to these conditions, the Receiving Party is obligated to keep this Confidential Information strictly confidential and not disclose it to any unauthorized parties.
3. FACILITATION OF DUE DILIGENCE
In the process of executing the terms of this agreement, it is acknowledged by both participating parties that they may come into possession of information that is not only proprietary in nature, but also holds a certain degree of confidentiality. It is a mutual understanding between the two parties involved that this information, as well as its contents, holds a level of sensitivity, and in recognition of this, both parties come to a consensus to maintain the security and privacy of this information. They agree not to divulge, disclose or share the aforementioned sensitive information or allow its visibility or accessibility to a third party or other unauthorized individuals.
4. PRESERVATION OF COMPETITIVE ADVANTAGE
Every party involved vows to diligently ensure that there is no deterioration of any substantial competitive edge. Such competitive superiority might be at the risk of being eroded due to the potential exposure of proprietary information, trade secrets, methodologies, and concepts. Therefore, this commitment from each party is to prevent any such occurrence of loss of competitive edge due to the reasons mentioned.
5. PREVENTION OF INFORMATION LEAKAGE
It is agreed upon by each party involved that they will take every necessary action, reaching every possible measure within reasonable bounds, in the effort to guarantee that any form of Confidential Information is not unlawfully revealed and/or distributed either by the employees of said party or any agents working on their behalf. This is to be adhered to in strict compliance with the established conditions and guidelines as laid out within this Agreement.
6. ESTABLISHMENT OF LEGAL RECOURSE
Under the terms of this Agreement, it is the responsibility of any party that breaks or violates this Agreement to provide compensation for the non-breaching party. This compensation must cover all losses and damages that have arisen as a direct result of such a violation.
7. DEFINES THE SCOPE OF CONFIDENTIALITY
Confidential Information does not include information that: was publicly available, or becomes publicly available through no act or omission of the Receiving Party, was in the Receiving Party’s lawful possession prior to disclosure, is lawfully disclosed to the Receiving Party by a third party, or is independently developed by the Receiving Party.
8. POST-TRANSACTION PROTECTIONS
Following the completion of the transaction, it is agreed by the Receiving Party that they will return all documents, notes, and any other tangible materials that represent the Confidential Information of the Disclosing Party. This agreement additionally includes the return of all copies of such materials that may have been created or obtained by the Receiving Party during or in relation to the transaction process.
9. TERM
The commencement of this Agreement is effective from the date stipulated as the 'Effective Date'. The period of time for which this Agreement holds validity is five years from the Effective Date, unless a situation arises that leads to its termination. Either Party involved in the Agreement has the capacity to terminate the agreement if they so desire. However, a prerequisite for such a termination is that the Party wishing to terminate the Agreement must provide a written notice to the opposite Party expressing this intent, making sure to do so at least 60 days prior to the intended date of termination.
10. GOVERNING LAW
The rules, regulations, and legal interpretation of this Agreement are to be managed, understood, and interpreted according to the laws enacted and established within the state of [Jurisdiction]. This signifies that any disputes or queries regarding the interpretation, implementation, or cancellation of this Agreement will be arbitrated under the stated jurisdiction's legal regulations and provisions.
11. ENTIRE AGREEMENT
This Agreement signifies the total and comprehensive understanding between the parties involved. It precedes and replaces any agreements made prior to or at the same time as this agreement.
IN WITNESS WHEREOF
The parties involved in this Agreement have successfully executed and confirmed its terms and conditions, effective as of the date that was initially indicated in writing.
[Your Company Name]
______________________
Date [Month Day, Year]
[Your Partner Company Name / Second Party]
______________________
Date [Month Day, Year]
