CLEAN ROOM PROTOCOL TEMPLATE

[Disclaimer: This template is provided for informational purposes only. It is not legal advice. Every transaction is unique. You must consult your own antitrust counsel before using or adapting this protocol.]

1. PURPOSE
The purpose of this Clean Room Protocol (the "Protocol") is to establish procedures for the sharing and review of competitively sensitive information ("Clean Room Data") between [Buyer Name] ("Buyer") and [Target Name] ("Target") in connection with the proposed transaction (the "Transaction"). This Protocol is designed to comply with applicable antitrust and competition laws by preventing the exchange of competitively sensitive information that could lead to coordination prior to the closing of the Transaction ("Gun-Jumping").

2. CLEAN ROOM DATA
"Clean Room Data" includes, but is not limited to:
- Current and future pricing, discounting strategies, and margins
- Detailed customer lists, individual customer profitability, and sales by customer
- Cost of goods sold (COGS) and granular supplier pricing
- Forward-looking strategic plans, marketing plans, and R&D pipelines
- Granular employee compensation or personally identifiable information (PII)
- Any other information designated as "Clean Room Only" by the disclosing party's counsel

3. CLEAN TEAM COMPOSITION
Access to Clean Room Data shall be strictly limited to the "Clean Team." The Clean Team shall consist only of:
- Third-party advisors (e.g., external counsel, economic consultants, accounting firms)
- Specific employees of the receiving party who are NOT involved in day-to-day competitive decision-making, pricing, marketing, or sales for competing products.
- [List specific names or roles of approved Clean Team Members here]

4. OBLIGATIONS OF CLEAN TEAM MEMBERS
Each member of the Clean Team agrees to:
a. Use Clean Room Data solely for the purpose of evaluating the Transaction, conducting due diligence, and planning integration (to the extent permitted by law).
b. Not share, disclose, or discuss Clean Room Data with any person who is not a member of the Clean Team.
c. Ensure that any Clean Room Data is securely stored and physically or logically isolated from the receiving party’s standard IT networks (e.g., within a designated clean room environment to which only Clean Team Members have access).
d. Destroy or return all Clean Room Data if the Transaction is abandoned, as directed by counsel.

5. AGGREGATION AND RELEASE AIRLOCK
Clean Team Members may not report Clean Room Data to the broader deal team or the receiving party’s management unless the data has been sufficiently aggregated, anonymized, or redacted such that competitively sensitive information cannot be reverse-engineered. 
- All reports, summaries, or analyses containing aggregated Clean Room Data must pass through a "Release Airlock" process.
- The Release Airlock requires review and written approval by [Name of Antitrust Counsel or Designated Reviewer] before the report can be shared outside the Clean Team.

6. SURVIVAL
The obligations in this Protocol survive the termination or abandonment of the Transaction. Clean Team Members must not use their knowledge of Clean Room Data in their regular employment duties if the Transaction does not close.

7. ACKNOWLEDGMENT
By accessing the Clean Room, I acknowledge that I have read, understand, and agree to abide by this Protocol.

Name: _______________________
Title: ________________________
Signature: ____________________
Date: _________________________