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Due Diligence NDA Template for New Zealand

A comprehensive confidentiality agreement specifically designed for due diligence processes under New Zealand law. This document establishes the framework for protecting confidential information shared during detailed business investigations, mergers, acquisitions, or investment transactions. It incorporates key requirements of New Zealand's Privacy Act 2020, Contract and Commercial Law Act 2017, and relevant commercial legislation, while providing robust mechanisms for information sharing and protection in corporate transactions.

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What is a Due Diligence NDA?

The Due Diligence NDA is essential for corporate transactions in New Zealand where one party needs to investigate another's business operations, financial status, and other confidential aspects before proceeding with a potential transaction. This document is commonly used in mergers, acquisitions, investments, and major commercial dealings where sensitive business information needs to be shared. It ensures compliance with New Zealand's legal framework, including the Privacy Act 2020 and Contract and Commercial Law Act 2017, while facilitating necessary information exchange. The agreement typically covers the scope of confidential information, handling requirements, permitted uses, disclosure restrictions, and obligations for information return or destruction.

What sections should be included in a Due Diligence NDA?

1. Parties: Identification of the disclosing party and receiving party, including full legal names and registered addresses

2. Background: Context of the due diligence process, purpose of the agreement, and relationship between the parties

3. Definitions: Definitions of key terms including 'Confidential Information', 'Due Diligence Process', 'Representatives', 'Permitted Purpose'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence

5. Confidentiality Obligations: Core obligations regarding the use, disclosure, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors

7. Security Measures: Required security measures for protecting confidential information

8. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information upon request or termination

9. Term and Termination: Duration of the agreement and termination provisions

10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Due Diligence NDA?

1. Mutual Confidentiality Obligations: Used when both parties will be exchanging confidential information during the due diligence process

2. Electronic Information Handling: Specific provisions for handling electronic data and virtual data rooms

3. Insider Trading Prevention: Required if the due diligence involves a listed company or financial markets products

4. Privacy Compliance: Detailed privacy obligations when personal information is likely to be involved in the due diligence

5. Non-Solicitation: Restrictions on soliciting employees or customers, often included in more comprehensive NDAs

6. Public Announcements: Controls on public statements about the due diligence process, particularly important for sensitive transactions

7. Standstill Provisions: Used in M&A contexts to prevent hostile takeover attempts during due diligence

What schedules should be included in a Due Diligence NDA?

1. Schedule 1 - Authorized Representatives: List of authorized representatives who may access confidential information

2. Schedule 2 - Security Protocols: Detailed security requirements and protocols for handling confidential information

3. Schedule 3 - Data Room Rules: Rules and procedures for accessing and using the due diligence data room

4. Appendix A - Confidential Information Categories: Specific categories of information deemed confidential for this due diligence

5. Appendix B - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

New Zealand

Publisher

Genie AI

Cost

Free to use

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