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The Business Sale Non Disclosure Agreement is a crucial legal document used in the initial stages of business sale negotiations in Ireland. It is specifically designed to protect sensitive information that needs to be shared during the due diligence process when a business is being considered for sale. This document becomes necessary when a business owner or company intends to share confidential information with potential buyers, their advisors, or representatives. The agreement ensures compliance with Irish law, including data protection regulations, competition law, and trade secrets protection. It typically covers various types of confidential information including financial data, customer lists, trade secrets, intellectual property, employee information, and business strategies. The document is essential for maintaining confidentiality while allowing necessary information flow for transaction evaluation.

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

2. Background: Context of the agreement, stating the intention to explore a potential business sale transaction and the need to exchange confidential information

3. Definitions: Clear definitions of 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. Permitted Purpose: Specific permitted uses of the confidential information, limited to evaluation of the potential business purchase

6. Obligations of Confidentiality: Core confidentiality obligations, including storage, handling, and protection of confidential information

7. Permitted Disclosures: Circumstances under which confidential information can be shared with representatives and advisors

8. Return or Destruction of Confidential Information: Requirements for handling confidential information after termination or upon request

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

10. Non-Circumvention: Prohibition on using the information to compete or circumvent the potential transaction

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

12. Governing Law and Jurisdiction: Specification of Irish law as governing law and Irish courts' jurisdiction