The Confidentiality Agreement For Sale Of Business is a crucial document used in Austrian business transactions when a company is considering selling its business and needs to share sensitive information with potential buyers. This agreement, governed by Austrian law and compliant with EU regulations, is typically executed at the initial stages of a potential business sale, before detailed due diligence begins. It protects confidential information including financial statements, customer lists, trade secrets, intellectual property, and other proprietary information. The document must comply with the Austrian Civil Code (ABGB), Commercial Code (UGB), Data Protection Act (DSG), and EU GDPR requirements. It's particularly important given Austria's strict approach to data protection and business confidentiality, and typically precedes other transaction documents such as term sheets or purchase agreements.
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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any authorized representatives or affiliated entities
2. Background: Context of the potential business sale and purpose of the confidentiality agreement
3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', 'Affiliated Entities'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
5. Permitted Disclosure and Use: Specifications on how the receiving party may use the confidential information and for what purposes
6. Obligations of Receiving Party: Core confidentiality obligations, security measures, and standard of care required
7. Representatives and Third Parties: Rules regarding disclosure to employees, advisors, and other authorized representatives
8. Exceptions to Confidentiality: Standard exclusions such as public domain information and legally required disclosures
9. Return or Destruction of Information: Requirements for handling confidential information if the sale does not proceed
10. Duration of Obligations: Time period for which confidentiality obligations remain in effect
11. Non-Solicitation and Non-Competition: Restrictions on approaching employees, customers, or competing with the business during the sale process
12. Remedies: Available remedies in case of breach, including injunctive relief
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Standstill Provisions: Used when the seller is a public company or where there are concerns about hostile takeover attempts
2. Data Protection Compliance: Required when personal data will be included in the disclosed information, ensuring GDPR compliance
3. Anti-Trust Compliance: Needed when parties are competitors or where competition law issues may arise
4. Reverse Confidentiality: Used when the seller also needs to keep the buyer's information confidential
5. Securities Trading Restrictions: Required when either party is publicly traded
6. Clean Team Arrangements: Used when competitors are involved and information needs to be restricted to certain individuals
7. Break Fee: Optional clause specifying fees if either party terminates discussions without reasonable cause
1. Schedule 1: Confidential Information: Detailed list or categories of information to be treated as confidential
2. Schedule 2: Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3: Security Protocols: Specific security measures required for handling confidential information
4. Schedule 4: Disclosure Process: Procedures for requesting, transmitting, and tracking confidential information
5. Appendix A: Form of Adherence Agreement: Template for additional parties or representatives to sign on to the confidentiality obligations
6. Appendix B: Notification Contacts: Contact details for notices and authorized personnel
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