Client NDAs - as a recipient

Client NDAs - as a recipient

6. Standard Clauses/Boilerplate DO YOU LIKE IT AS A QUESTION ?
[2. Will there be an entire agreement clause?]
[5. Are you excluding third party rights?]
[6. Are you covering copyright?]
[8. Will you say how notices are to be served?]

7. Is the document being signed or sealed?
[1. Signed means it lasts for 6 years - ADVICE]
[2. Sealed means it lasts for 12 years - ADVICE]

1. Will there be an announcements/confidentiality provision?
[2. Is the transaction confidential]

3. Will you specify the governing law?
[1. Will it be England & Wales]

2. 3. Will it be other jurisdictions?
[1. If so, do you need a legal opinion]

2. If so, what are the jurisdictions?
[1. Will you prevent those on a prohibited list]
[2. Do you need to check the jurisdiction is ok from a provenance perspective]
[3. Do the other jurisdictions involve restricted individuals]

9. Are you letting the contract be assigned?
[1. Is it a personal agreement only?]

2. Is it assignable?
[1. Is it assignable without consent]
[2. Is it assignable with discretionary consent]
[3. Is it assignable with reasonable consent]

10. Are you providing for data protection?
[1. Are you receiving personal data?]

4. Are you covering severability and enforceability?
[1. Are you providing for clauses to be severable?]

2. Are you providing for clauses to be binding and non-binding?
[1. Are you saying they are all binding]
[2. Are you saying none of them are binding]

2. The information

1. Are you specifying its purpose?
[1. Are you only able to use it for that purpose?]
[2. Must you not use it to harm the discloser?]

2. Are you specifying how the information kept confidential?

1. Are you saying who you can share it with?
[1. Specify the names of who will receive it]

3. Are you saying how it is stored?
[1. Will you make secure arrangements to store it]
[2. Will you create barriers around it]

4. Are you saying when it must be deleted?
[1. Must you delete once the information has been viewed]
[2. Must you delete the information when the NDA ends]

3. What type of obligation to delete
[1. Is it an absolute obligation to delete]
[2. It it an endeavours obligation to delete]

1. Parties
[4. Is the NDA personal?]

3. Who can M&G share the information with?
[3. Can associated but not grouped companies see the information?]
[4. Specify anybody else in notes]

1. Professional advisors?
[5. Describe them all/anyone else as professional advisors]

1. Lawyers
[Specify lawyers in the notes]

2. Agents/surveyors
[Specify agents/surveyors in notes]

3. Financial advisors
[Specify financial advisors in notes]

4. Funders/banks
[Specify funders/banks in notes]

6. Anyone else specific you need to mention?
[Specify in notes]

1. Disclosing party's name
[1. Specify disclosing party's name in notes]

2. Can related companies see the information?
[1. M&G/PACL directors]
[2. M&G/PACL staff]
[5. All M&G/PACL fund clients]
[6. All M&G/PACL investment clients]

3. All of their affiliates
[1. Any entity that owns and/or controls the recipient]
[2. Any entity that is owned and/or controlled by the recipient]
[3. Any subsidiary of the recipient]
[4. Any holding company of the recipient]
[6. Any operating division of the recipient]
[7. Please refer to paragraph 4.5 in the Playbook for your negotiation options - but do you want that as a tab?]

5. What controls means
[1. Control includes direct ownership]
[2. Control includes indirect ownership]
[3. Control includes joint ownership]
[4. Specify anything unusual in notes]

4. All of their group companies
[1. Each and any subsidiary of the recipient]
[2. Each and any holding company of the recipient]

2. Recipient party's name

2. M&G Real Estate Asia Pte.Ltd
[1. Countries currently covered]

1. M&G Real Estate Limited
[1. Co regn: 3852763]
[2. Registered office: 10 Fenchurch Avenue, London EC43M 5AG]

2. Company details
[1. Singapore co regn: 200610218G)]
[2. Registered office: 138 Market Street, #35-01, Capitagreen, Singapore (048946)]

3. The Prudential Assurance Company Limited (PACL)
[1. Co regn: 00015454]
[2. Registered office: 10 Fenchurch Avenue, London EC43M 5AG]

5. M&G/PACL's capacity to enter into the NDA
[1. It is acting as an institutional fund manager on behalf of a number of clients]

3. Purpose descriptions
[2. For the evaluation and negotiation of the transaction]

3. Are you specifying what is covered by the NDA?

1. What is covered

1. How is the information provided
[1. Is it information provided by the discloser]
[2. Is it information provided to the recipient]
[3. Is it information provided after the date of the NDA]
[4. Is it information provided in connection with the proposed deal]

2. What is not covered

1. Information which must be excluded
[1. Publicly available information]
[2. Anything the recipient already knows about]
[3. Anything which must be disclosed to a third party]

4. Type of information which must be disclosed

1. Mandatory disclosability
[1. Because the Law requires it]

2. Information which may be excluded
[1. Anything the parties agree is not confidential]
[2. Any product developed by the recipient from the information]
[3. Anything the recipient already knows about]
[4. Is anything trivial obvious or useless]

2. Must you tell if you have disclosed?
[1. Must you tell]
[2. Unless you shouldn't (e.g. anti-money laundering)]

3. Are you specifying the format of the information
[1. Is it digital/electronic information]
[2. Is it verbal communication]
[3. Is it visual images]
[4. Is it written information]

4. Consequences of it ending

2. If the deal is not concluded

1. Countries currently covered
[1. Australia, New Zealand and Singapore]
[2. Check there are not any others]

2. Are you specifying the type of information
[1. Does it cover public information?]

2. Examples of who you must disclose to
[1. Regulatory bodies]
[2. Tax and financial bodies]
[3. Specify anybody else in notes]

5. Optional disclosability
[1. Freedom of Information Act]
[2. Specify any other potential disclosees in notes]

1. Return or destruction of the information etc
[1.1. Only on written request]

2. Or otherwise if M&G decides to return or destroy
[1. M&G will either return the information]
[2. Or M&G will confirm that the information has been destroyed]

3. Excludes information which M&G must keep
[1. Anything that is legally required to do so]
[2. Anything required by its document retention policies]
[3. Anything which M&G confirms would destroy its back-up system]

4. How quickly must M&G do this
[1. As soon as possible]
[2. If not asap, specify time period in the notes]

2. Return or destroy information (M&G nice to haves)
[1. Disclose as request should be reasonable]

2. M&G can retain any reports it repairs on the information
[1. Any reports must be kept confidential]

2. Examples are
[1. Analyses]
[2. Combinations]
[3. Forecasts]
[4. Studies]
[5. Memoranda]
[6. Notes]
[7. Any other working papers]

5. Must people the information is provided to be identified?
[1. No individuals will be identified]
[2. If there are individuals, specify business contact in the notes but check with them first]

7. Authority to sign the NDA
[1. Specify the authority in the notes]
[2. Or you could just say what it is here if you prefer and it always be the same!]

6. Individual staff are not being identified in the NDA
[1. M&G do not specify names of individuals]
[2. If you are identifying staff, name them in the notes]

1. Are you describing its purpose?
[1. Are you setting out the proposed/potential transaction?]
[2. Are you using it to evaluate and negotiate the transaction?]

3. Are you setting out the actual purpose?
[If so, ask your business contact to provide this - direction]

2. Are you not saying who you can share it with?
[1. Because you are trusting the organisations]

5. Is there another type of information
[Specify any other format in notes]

2. Does it cover non-public information?
[1. Does it cover non-public reports and accounts]
[2. Does it cover non-public trading figures]
[3. Or are you generically saying any non-public information?]

3. Is there any other type of information
[Specify anything that is not covered already in notes]

5. Remedies for breach

1. Financial remedies
[1. Full indemnity for all loses]
[2. Or just limit to contractual losses]
[5. M&G to note this is how a M'App directing the journey might look]

3. Or is there pre-agreed compensation
[Specify pre-agreed compensation in notes]

4. And/or is there any other financial compensation
[Specify anything else that is agreed in notes]

2. Non-financial remedies

1. Will you expect specific performance
[If so, contractually agree that it is an appropriate remedy]

2. Will you specify in junctions
[If so, contractually agree that is an appropriate remedy]

3. Will you want any other sort of equitable relief
[If so, specify what that is in notes]

1. Can you make announcements
[1. Can you make them with the other party's consent]
[2. Can you make them because you are obliged to by law]
[3. Can you make them without the other party's consent]

3. Are you saying some of them are binding
[Specify which ones are binding in notes]

4. Are you pre-agreeing potential assignees?
[1. Group companies]
[2. Specify any other potential assignees in notes]

1. End of the deal/NDA
[1. NDA automatically falls away]
[2. If not, specify what happens in notes]

6. Insurers