The Confidentiality Agreement Mergers And Acquisitions document is essential in the Indian M&A landscape where protection of sensitive business information is crucial during transaction exploration and due diligence. It serves as a critical preliminary agreement before detailed M&A negotiations commence, ensuring that confidential information shared during the evaluation process remains protected under Indian law. The agreement is particularly important given India's evolving corporate environment and increasing cross-border transactions, incorporating provisions that comply with both the Companies Act 2013 and SEBI regulations for listed entities. This document is typically executed as the first step in M&A discussions, before any detailed financial or operational information is shared between parties.
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1. Parties: Identification of the disclosing party, receiving party, and their respective legal entities
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, Transaction
4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information in the M&A context
5. Obligations of Confidentiality: Core confidentiality obligations and standard of care required
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Security Measures: Required procedures for maintaining security of confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Non-Circumvention: Restrictions on using information to compete or circumvent the potential transaction
11. Remedies: Available remedies in case of breach, including injunctive relief
12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Solicitation: Restrictions on soliciting employees or customers, included when talent retention is a key concern
2. Standstill Provisions: Restrictions on acquiring target company shares, included for listed company targets
3. Anti-Trust/Competition Compliance: Special provisions for handling competitively sensitive information, included when parties are competitors
4. Data Protection Compliance: Specific provisions for handling personal data, included when personal data transfer is involved
5. Public Announcements: Controls on public statements about the potential transaction, included for sensitive or listed company transactions
6. Insider Trading Prevention: Special provisions for listed companies to prevent insider trading
7. Clean Team Arrangements: Provisions for handling particularly sensitive competitive information, included when detailed competitive information will be shared
1. Schedule 1 - Authorized Representatives: List of authorized representatives who may access confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and protocols for handling confidential information
3. Schedule 3 - Excluded Information: List of specific information excluded from confidentiality obligations
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room
6. Appendix C - Clean Team Protocol: Detailed procedures for clean team members handling competitive information
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