The Business Sale Confidentiality Agreement is a critical document used in the preliminary stages of business sale transactions in Germany. It is essential when a company is planning to share sensitive business information with potential buyers for due diligence purposes. This agreement, governed by German law, particularly the GeschGehG (Trade Secrets Act) and relevant EU regulations, establishes strict confidentiality obligations for protecting proprietary information, trade secrets, customer data, and other sensitive business details. The document is typically executed before any substantial business information is shared and remains effective throughout the sale process and often for several years afterward. It includes specific provisions for data protection under GDPR, requirements for technical and organizational security measures, and remedies available under German law in case of breach.
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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and their legal representatives
2. Background: Context of the potential business sale and purpose of the confidentiality agreement
3. Definitions: Detailed definitions including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Trade Secrets'
4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information in the context of the business sale
5. Confidentiality Obligations: Core obligations regarding the use, protection, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Security Measures: Required technical and organizational measures for protecting confidential information
8. Return or Destruction of Information: Obligations regarding the handling of confidential information after termination or upon request
9. Duration and Survival: Term of the agreement and provisions that survive termination
10. Breach and Remedies: Consequences of breach, including injunctive relief and liquidated damages
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection Compliance: Specific provisions for GDPR compliance when personal data is involved
2. Employee Non-Solicitation: Restrictions on approaching employees, typically included when employee information is shared
3. Standstill Provisions: Restrictions on acquiring company shares or assets outside the proposed transaction
4. Press Announcements: Controls on public communications about the potential transaction
5. Exclusivity Period: Temporary restriction on seller's negotiations with other potential buyers
6. Competition Law Compliance: Special provisions when parties are competitors or subject to antitrust concerns
1. Schedule 1: Detailed Description of Business: Specific description of the business segments or assets covered by the agreement
2. Schedule 2: Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3: Security Protocols: Detailed technical and organizational measures for protecting confidential information
4. Schedule 4: Excluded Information: Specific categories of information explicitly excluded from confidentiality obligations
5. Appendix A: Form of Confidentiality Undertaking: Template confidentiality agreement for representatives and advisors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Healthcare
Financial Services
Professional Services
Real Estate
Energy
Telecommunications
Transportation and Logistics
Industrial
Consumer Goods
Media and Entertainment
Agriculture
Construction
Relevant Teams
Legal
Corporate Development
Mergers & Acquisitions
Finance
Executive Leadership
Compliance
Risk Management
Business Development
Corporate Secretary Office
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Mergers & Acquisitions
Corporate Development Director
Business Development Manager
Investment Director
Due Diligence Manager
Legal Counsel
Compliance Officer
Risk Manager
Corporate Secretary
Managing Director
Finance Director
Strategy Director
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