Sample Confidentiality Agreement For Staff: Fill & Download for Free

Conducting adequate due diligence is imperative to the future success - and longevity - of an acquiring company. Therefore, potential buyers need to take their time to be as thorough as possible in ensuring a sweeping and competent investigation.There are numerous books of extreme length about how to conduct a proper due diligence inspection. Since you’re asking for a list, I’m concerned about your risk exposure, because a competent examination requires much more than simply running through a list. Therefore, I think it’s going to be most helpful by beginning with a brief explanation of the investigation’s purpose, as well as the risks you run with an incomplete due diligence inspection. For more focused help, try connecting with experienced M&A attorneys at LawTrades.PurposeThe central purpose of due diligence in connection with an acquisition is valuation and risk assessment. The three primary areas that are assessed for risk and valuation are legal, financial and operational.Risks of Inadequate Due DiligenceAcquiring companies often find out too late that their investigation left a lot of rocks unturned. In my experience, the results of a weak investigation generally fall into the following categories: (1) unanticipated costly integration, and (2) inheriting considerable legal liabilities that weren’t uncovered. The result is paying too much for the target, which doesn’t quite have the value you believed it had.Components of Adequate Due DiligenceThe two primary components of a sound due diligence investigation are (1) document review, and (2) field work.You certainly want to ensure that you retrieve all the documents you need in order to accurately assess the target’s value. However, it’s going to take much more than possessing boxes of seemingly endless files in order to be able to sufficiently assess the real value and risk exposure of the target business. You need to have superior organization and a robust team - including an experienced legal roster. It’s really impossible to overstate this last point.Field WorkI’d recommend that you begin your investigation by probing the backgrounds and reputations of key management, as well as the target’s general reputation in the industry with vendors, creditors and customers, and among staff.Document Review and AnalysisThis entails making certain that you have all the documents you need for a thorough assessment of risk and valuation; and further, that the files are scrutinized for errors, omissions, and any other impairments. A meticulous examination of the records should also generate many questions that you follow up on both in writing and as part of the interviewing process.Key Constituents of a Strong Due Diligence TeamA robust list of questions is as important as a comprehensive list of documents. Again, make sure you assemble a robust due diligence team and take your time to thoroughly complete the investigation. You can find a reliable, though basic, list of questions here. Your legal team will be able to provide you with a more substantial list of items and questions, but this will give you a sense of what’s partially entailed.Your team should consist of the following experts:Business and Industry ProfessionalsMarketing ProfessionalsHuman ResourcesFinance & AccountingCompliance/Risk Management/InsuranceTax ProfessionalsLegalHere’s a pretty decent infographic from Bain & Co. that will help you visualize the overall process.The following graph from the Harvard Business Review is an excellent depiction of how to incorporate best practices into your due diligence process:Sample ListSince it’s ill-advised to contemplate a due diligence investigation as a do-it-yourself (DIY) project, I’m offering this list just as a small sampling of the types of records that are commonly requested in this effort. Please do not use this or any other information presented here as a substitute for legal advice; it’s not. Again, I urge you to seek an experienced attorney for the legal guidance you’ll need. You can also take a look at LawTrades for any additional information about acquisitions and due diligence you require.Here’s the menu sample:Organizational Records (e.g., incorporation documents, structural/governance documents, jurisdictional qualifications/standing & status)Financial (e.g., liens/encumbrances, loans, notes, investments/holdings, real estate records such as deeds, leases, zoning variances/compliance, etc.)Regulatory Compliance Records (everything including anti-money laundering, foreign account tax compliance, privacy, supply chain, labor, OSHA, SEC, anti-corruption and bribery-notably the FCPA (Foreign Corrupt Practices Act))Employment Records (e.g., EEO and health & safety compliance, benefits, subcontractor agreements, confidentiality agreements, non competes, I-9 compliance)Insurance Policies (e.g., D&O, E&O policies)Legal (including past, existing and potential litigation - both by and against the company)Business (e.g., marketing strategies and procedures, customer lists, sales & distribution, purchase & sales orders, product & vendor contracts, production processes, R&D, operational controls/best practices, market position & SWOT assessment (strengths/weaknesses/opportunities/threats) as part of the market analysis)Intellectual Property (e.g., licenses, copyrights, registrations, filings - past, pending or contemplated)Management (e.g., compensation packages, employment contracts, benefits, management/shareholder agreements, stock options)The core elements of your due diligence data trail will include legal opinions, memoranda and other written records. In order to competently execute the examination, your team will use manuals, checklists, notes, questionnaires and guidelines. At the risk of repeating myself, this work is usually spearheaded by a qualified legal team who will have available all the tools of the trade to assist you and your company through the investigation.Final ThoughtsDue diligence can be disruptive to both the buyer and target company. It’s certainly time consuming, often costly, and always a monumental pain. At the same time, it’s about one of the most important things you can and really need to do properly.Assembling the best team you can and an abundance of self-discipline are priorities. It’s both an exhaustive and exhausting process that demands complete attention and laser focus on the ultimate goal: to ensure that you’re truly getting what you paid for.One other note I’d make is that part of your list should include a separate process devoted to cultural integration. I’ve found that the tendency during active acquisition is to give much lip service to those sensitivities, but the follow up often misses the mark. There’s a lot you can do to promote an easier transition for the collective staffs of both companies - requiring other lists and deeper discussion. Just want to make sure that this part isn’t overlooked since it’s probably one of the best things you can do to facilitate integration - and ultimately gain an even sharper competitive advantage (or at least not lose ground).I hope this helps! Feel free to check out LawTrades for answers to any additional questions you have about due diligence and acquisitions.

In the pat 3 decades I have witnessed Local Outsourcing of few or many of these activities (listed Department wise) among others :ACCOUNTS & FINANCE1. Book - keeping2. Accounts3. Audit4. Profit & Loss Statements5. Tax preparation6. e – filing of taxesMANUFACTURING & PRODUCTION1. Detailed Design in AutoCAD / SolidWorks2. Laundry of workmen jump suits3. Logistics and truck movement tracking4. Vendor development / Component sampling / SuppliesHUMAN RESOURCES1. Salary payroll processing for full time and Contract employees2. Recruitment3. Technical and Soft skill training4. Bulk hiring / Campus interviewsADMINISTRATION1. Receptionist / Tele - answering services2. Daily supply of flower bouquets to Reception desk / Conference Halls / CEO / Chairman's office3. Mechanical - Electrical - Plumbing - Carpentry – RO Plant - Solar - Water Pumps - Utilities Maintenance - Janitorial services4. Travel Desk and Ticketing for Staff and Management5. Security services and CCTV monitoring services6. Sourcing of gifts for Annual Day, birthdays of staff, Staff wedding7. Deep “Spring” Cleaning of office floors, cabins, walls and wash rooms8. Landscaping and Gardening9. Masonary repairs and painting10. Drafting e mails11. Proof reading - Printing - Photocopying12. In house shredding of confidential data13. Rental agreements / Property tax / EB & Water bills14. Taxi / Cab / Bus Transport Management services for guests and staff / workmen15. Courier (Local, Domestic and International)16. Airport transfers, Factory tour and local sightseeing for Corporate visitors17. Guest house / Hotel accommodationSALES SUPPORT1. Management of Social Media Accounts like YouTube, LinkedIn, Twitter, FaceBook, Instagram, Flickr etc2. Search engine optimization (SEO) for company website and data3. Sales lead generation Domestic and Overseas markets4. Chat Bot Support for company website5. Competitor analytics6. Pagination, proof reading e mails7. Call Center for Service / Sales Support8. Sector wise client Database Management and Updation for market expansion9. Market specific multi - lingual translation of company brochures and documents in regional and international languagesMARKETING1. Data Mining and Research2. Social Media Marketing (SMM)3. Collecting and documenting business cards during Industrial Exhibition participation4. e mailing / surface mail of catalogs for prospect customers who visited Stall / Stands and enquired about product during Industrial exhibitions5. Content writers for static and dynamic webpages6. Brochure / Catalog Design7. Design of Campaigns and Roadshows8. Fun activities for staff members9. FM Radio / TV commercial advertisements - Promotional material in Audio and Video formatsCORPORATE1. ISO Certification / Renewals2. Preparing slide shows for Management Review Meetings, Sales & Marketing, Finance Departments3. Event Management for Founder’s Day, Family Day and other similar occasions4. Developing Customer Survey Forms, upload and response Management through Survey MonkeyIT & TELECOM1. IT Administration and Cloud Computing Management2. Website and Blog Management3. Printer and Photocopier maintenance4. EPABX / InterCom Maintenance5. Resolving IT support tickets raised by Staff members

The physician-patient interaction is considered confidential. The information regarding your medical condition(s) and course of treatment remains between you and your doctor.There are a few caveats to physician-patient confidentiality. The fact that you engaged the services of a physician is not considered confidential. So, for example, if a pregnant 17 year old woman sees an OB/GYN, and is on her parent’s health insurance, the EOB can be sent to her parents without breaking confidentiality.Similarly, the treating physician has the freedom to discuss the details of your health condition(s) with other physicians and health care personnel directly involved in your care, and can discuss your case (without identifying you) with other physicians NOT directly involved in your care. (The latter is considered a curbside consult, and is usually performed when clarity is sought regarding a specific diagnostic or treatment plan).If your physician is concerned that you are an imminent threat to yourself or others, the physician has a legal and moral obligation to break confidentiality sufficiently to ensure safety of the patient or those endangered.Incidently, when you sign the HIPAA acknowledgement paperwork at your physcian’s office, you are giving explicit agreement that the physician, their institution and support staff, the laboratory processing your samples, and your insurance company all have the right and freedom to communicate with each other regarding your medical care.My advice to you is to specifically acknowledge the above to your physician before discussing your issues with another provider with them. You may be putting your physician in an uncomfortable position, and giving them a moment to prepare themselves, even introducing the general theme of your concern, will give them a moment to mentally prepare themselves.“I’m going to discuss something particularly sensitive with you, doc. Can you keep it in complete confidence? Another physician did something that really bothered me, and I just need to get this off my chest in a safe and private space.”