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Non Disclosure Agreement M&A Template for Austria

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Key Requirements PROMPT example:

Non Disclosure Agreement M&A

"I need a Non Disclosure Agreement M&A for a potential acquisition of an Austrian technology company, with specific provisions for clean team arrangements and virtual data room access, as we're a direct competitor in the software industry."

Document background
This Non Disclosure Agreement M&A template is specifically tailored for use in mergers and acquisitions transactions under Austrian law. It serves as a critical first step in M&A negotiations, typically executed before detailed due diligence begins and any sensitive business information is shared. The document includes comprehensive provisions for protecting confidential information, complying with Austrian and EU regulatory requirements, and addressing specific M&A-related concerns such as clean team arrangements and competition law compliance. It is particularly important in the Austrian business context, where strict confidentiality obligations are enforced under both civil and commercial law. The agreement should be used whenever parties are considering potential M&A transactions and need to exchange sensitive business, financial, or operational information.
Suggested Sections

1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities

2. Background: Context of the potential transaction and purpose of the NDA

3. Definitions: Detailed definitions including Confidential Information, Representatives, Permitted Purpose, and Transaction

4. Confidentiality Obligations: Core obligations regarding the use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

6. Information Security: Specific measures required to protect confidential information

7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after termination

8. Duration and Survival: Term of the agreement and surviving obligations

9. Non-Solicitation and Non-Dealing: Restrictions on approaching employees, customers, or suppliers

10. Remedies: Legal remedies available in case of breach, including injunctive relief

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Standstill Provisions: Used when the target is a public company to prevent unauthorized stake-building

2. Clean Team Arrangements: Required when dealing with competition-sensitive information between competitors

3. Exclusivity: Optional provisions preventing the disclosing party from negotiating with other parties

4. GDPR Compliance: Detailed data protection provisions when personal data is likely to be shared

5. Securities Laws Compliance: Required for listed companies to address insider trading regulations

6. Reverse Due Diligence: Used when both parties may exchange confidential information

7. Data Room Rules: Specific provisions governing access to and use of virtual data rooms

Suggested Schedules

1. Authorized Representatives: List of individuals authorized to receive confidential information

2. Scope of Confidential Information: Detailed description or categories of information covered by the NDA

3. Security Protocols: Specific technical and organizational measures required for information protection

4. Affiliated Companies: List of relevant group companies covered by the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





























Clauses




























Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Energy

Retail

Professional Services

Telecommunications

Industrial

Consumer Goods

Infrastructure

Media & Entertainment

Life Sciences

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Compliance

Risk Management

Business Development

Corporate Communications

Information Technology

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of M&A

Corporate Development Director

Investment Banking Director

Due Diligence Manager

Legal Counsel

Business Development Director

Finance Director

Integration Manager

Corporate Strategy Director

Compliance Officer

Risk Manager

Board Member

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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