Business Data Room Contents Template

Business Data Room Contents Template

Recitals

WHEREAS, Provider: (the provider of documents) has prepared or will prepare certain documents and materials for review in a controlled data room environment; and

WHEREAS, Recipient: seeks access to those documents solely for the Permitted Purpose described below and subject to the terms set forth in this Template; and

WHEREAS, the parties desire to identify and classify the contents of the data room, the access and use restrictions that apply to each category of materials, and the administrative and governance provisions that will control access, use, and disposition of such materials.

Data Room Identification

Scope of Work

The Provider will assemble and maintain the data room contents described in this Template for the Permitted Purpose. The scope includes document collection, classification, upload, metadata tagging, and controlled access administration as described below. Any additional deliverables must be set out in writing and signed by both parties.

Data Room Contents Inventory (Sample)

The following checklist and inventory rows provide a standard classification and initial catalog of materials to be included in the data room. Provider shall update the inventory with upload dates and responsible custodians as documents are added.

Inventory Rows (complete at time of upload)

(Add additional folder rows as necessary to fully catalogue the data room contents. Each row should identify the responsible custodian, access level, upload date, and the number of documents.)

Access, Classification and Handling

Each document uploaded to the data room must be classified by Provider into one of the following protection levels and accompanied by the applicable handling instructions.

Payment Terms

As consideration for the Provider's assembly, hosting, and administrative services related to the data room, Recipient agrees to the following payment terms.

Term and Termination

The obligations set forth in this Template commence on the Effective Date and will continue in effect as set forth below unless earlier terminated in accordance with this section.

Confidentiality

Provider and Recipient acknowledge that documents in the data room may contain Confidential Information. For the purposes of this Template, "Confidential Information" means non-public information disclosed by Provider (or by Provider's Representatives) to Recipient (or Recipient's Representatives) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall: (a) use Confidential Information solely for the Permitted Purpose; (b) restrict access to Confidential Information to those of Recipient's Representatives with a need to know and subject to written confidentiality obligations at least as protective as those in this Template; (c) take reasonable measures to protect Confidential Information from unauthorized disclosure; and (d) promptly notify Provider of any unauthorized use or disclosure of Confidential Information.

Data Security and Access Controls

Provider shall maintain reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the data to protect documents in the data room. Access will be granted by Provider on a need-to-know basis and may be revoked at any time. Provider will maintain an access log of users and actions taken within the data room.

Governing Law

This Template and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of:

Representations and Warranties

Provider represents that, to the best of Provider's knowledge, the inventory and classifications provided are materially accurate and that Provider has the authority to disclose the materials listed in the data room subject to the terms herein. Recipient represents that it will not use the materials for any purpose other than the Permitted Purpose.

Entire Agreement

This Template, including any inventories and schedules attached or incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the data room contents and access. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Template is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Template without the prior written consent of the other party, except that Provider may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets.

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