The Non-Disclosure Agreement For Sale Of Business is a critical document used in the initial stages of a business sale transaction in Switzerland. It serves as the foundation for sharing sensitive business information with potential buyers while maintaining confidentiality. This agreement is particularly important under Swiss law, which places significant emphasis on business confidentiality and data protection. The document typically precedes due diligence activities and encompasses protections for trade secrets, financial data, employee information, client lists, and other proprietary information. It must comply with Swiss federal legislation, including the Swiss Code of Obligations and the Federal Act on Data Protection, while addressing specific requirements for business sales such as employee consultation rights and competition law considerations.
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1. Parties: Identification of the Disclosing Party (seller), Receiving Party (potential buyer), and any authorized representatives
2. Background: Context of the potential business sale and purpose of the NDA
3. Definitions: Definitions of key terms including Confidential Information, Business Sale Transaction, Due Diligence Process, Authorized Representatives
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared, including with advisors and for due diligence
7. Term and Survival: Duration of the agreement and obligations that survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information if the sale doesn't proceed
9. Remedies: Legal remedies available under Swiss law for breach of confidentiality
10. General Provisions: Standard provisions including governing law, jurisdiction, amendments, and notices
1. Non-Solicitation: Optional provisions preventing solicitation of employees or customers, recommended for businesses where human capital or customer relationships are crucial
2. Exclusivity Period: Optional clause providing exclusivity in negotiations for a specific period, useful for serious buyers
3. Data Protection Compliance: Detailed FADP compliance provisions, necessary when personal data is involved
4. Press Releases and Announcements: Controls on public communications, important for listed companies or sensitive transactions
5. Insider Trading Prevention: Required for transactions involving public companies or regulated entities
6. Competition Law Compliance: Specific provisions for deals involving competitors or market-sensitive information
1. Schedule 1: Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2: Specific Categories of Confidential Information: Detailed listing of categories of confidential information specific to the business
3. Schedule 3: Security Protocols: Specific requirements for handling and protecting confidential information
4. Appendix A: Form of Confidentiality Undertaking: Template for additional parties who may need to sign confidentiality undertakings
5. Appendix B: Data Room Rules: Rules and procedures for accessing and using the data room if applicable
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