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Business Sale Non Disclosure Agreement for Hong Kong

Business Sale Non Disclosure Agreement Template for Hong Kong

A comprehensive non-disclosure agreement specifically designed for business sale transactions in Hong Kong, governed by Hong Kong law and following common law principles. This document establishes confidentiality obligations between parties involved in potential business sale negotiations, protecting sensitive business information during the due diligence process. It incorporates Hong Kong-specific legal requirements, including compliance with the Personal Data (Privacy) Ordinance and relevant securities regulations, while providing robust mechanisms for protecting trade secrets and confidential business information during the sale process.

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Business Sale Non Disclosure Agreement

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What is a Business Sale Non Disclosure Agreement?

The Business Sale Non Disclosure Agreement is a crucial document used in Hong Kong business sale transactions to protect confidential information shared during the sale process. It is typically executed at the initial stages of a potential business sale, before detailed due diligence begins. The agreement ensures that sensitive business information, including financial data, trade secrets, customer lists, and operational details, remains confidential. Governed by Hong Kong law, it incorporates local legal requirements including data privacy regulations, securities laws, and common law principles of confidentiality. The document is essential for both listed and private companies engaging in sale discussions, providing legal recourse in case of unauthorized disclosure while facilitating necessary information sharing for transaction evaluation.

What sections should be included in a Business Sale Non Disclosure Agreement?

1. Parties: Identification of the disclosing party (seller) and receiving party (potential buyer), including full legal names and registered addresses

2. Background: Context of the potential business sale and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Business', and 'Transaction'

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 use restrictions and standard of care

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

7. Security Measures: Required procedures for protecting and storing confidential information

8. Return or Destruction of Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed

9. Duration of Obligations: Time period for which confidentiality obligations remain in force

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction for dispute resolution

What sections are optional to include in a Business Sale Non Disclosure Agreement?

1. Non-Solicitation: Prevents poaching of employees or clients, used when human capital is a key business asset

2. Exclusivity Period: Prevents the seller from negotiating with other potential buyers, used when buyer requires exclusive negotiation rights

3. Data Protection Compliance: Specific provisions for compliance with PDPO, used when personal data will be shared

4. Securities Trading Restriction: Used when either party is listed or related to listed companies

5. Reverse Due Diligence: Provisions for seller to verify buyer's capability to complete transaction, used in high-value deals

6. Anti-Money Laundering: Compliance provisions required for regulated industries or high-risk transactions

7. Force Majeure: Provisions for extraordinary events affecting compliance, used in long-term NDAs

What schedules should be included in a Business Sale Non Disclosure Agreement?

1. Schedule 1 - Specified Purpose: Detailed description of the permitted purpose for using confidential information

2. Schedule 2 - Authorized Representatives: List of authorized individuals or roles who may access the confidential information

3. Schedule 3 - Security Protocols: Specific security measures and procedures required for handling confidential information

4. Schedule 4 - Excluded Information: List of information specifically excluded from confidentiality obligations

5. Appendix A - Data Room Rules: Rules and procedures for accessing and using virtual or physical data rooms

6. Appendix B - Return/Destruction Certificate: Form for certifying the return or destruction of confidential information

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

Jurisdiction

Hong Kong

Document Type

Transfer Agreement

Cost

Free to use
Relevant legal definitions
























Clauses

























Relevant Industries

Manufacturing

Technology

Retail

Financial Services

Professional Services

Healthcare

Real Estate

Hospitality

Construction

E-commerce

Telecommunications

Logistics

Education

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Corporate Secretariat

Strategy

Operations

Business Development

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Development Director

Investment Director

Head of Mergers & Acquisitions

Legal Counsel

Finance Director

Business Development Manager

Due Diligence Manager

Corporate Secretary

Risk Manager

Compliance Officer

Strategy Director

Operations Director

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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