The Acquisition Confidentiality Agreement is a crucial document used in the initial stages of any potential merger or acquisition transaction under Austrian law. It is typically executed before detailed due diligence begins and any sensitive business information is shared between parties. The agreement serves to protect confidential information, trade secrets, and proprietary data that may be disclosed during the evaluation of a potential transaction. It incorporates specific provisions required under Austrian legislation, including the Gesch盲ftsgeheimnisgesetz and relevant EU regulations, while also addressing practical business needs such as data room access, permitted disclosures to advisors, and requirements for information handling. This document is particularly important in Austria's business environment, where many international transactions occur and strict confidentiality and data protection standards apply.
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1. Parties: Identification of the disclosing and receiving parties, including corporate details
2. Background: Context of the potential acquisition and purpose of the agreement
3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the M&A context
5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Information Security Measures: Required procedures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding handling of information if transaction doesn't proceed
9. Duration of Obligations: Time period for which confidentiality obligations remain in effect
10. Non-Solicitation: Restrictions on soliciting employees or customers
11. Governing Law and Jurisdiction: Specification of Austrian law and jurisdiction
12. General Provisions: Standard boilerplate clauses including severability, amendments, etc.
1. Standstill Provisions: Used when target is publicly traded to prevent unauthorized stock purchases
2. Exclusivity Period: Include when parties agree to negotiate exclusively for a defined period
3. Data Protection Compliance: Detailed GDPR compliance section when significant personal data is involved
4. Anti-trust Compliance: Required for deals with potential competition law implications
5. Securities Laws Compliance: Include when either party is publicly traded
6. Deal Team Restrictions: Used for limiting access to specific named individuals or teams
7. Clean Team Arrangements: Required for deals involving competitors to manage competitively sensitive information
1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive confidential information
2. Schedule 2 - Security Protocols: Specific security measures required for handling confidential information
3. Schedule 3 - Data Room Rules: Rules and procedures for accessing virtual or physical data rooms
4. Appendix A - Form of Confidentiality Undertaking: Template undertaking for representatives to sign
5. Appendix B - Destruction Certificate: Form for certifying destruction of confidential information
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