The Confidentiality Agreement For Sale Of Business is a critical document used in the early stages of business sale transactions in Ireland. It is typically executed before detailed discussions or due diligence commence, protecting the seller's sensitive business information while allowing meaningful evaluation by potential buyers. The agreement must comply with Irish law, including the Companies Act 2014, Data Protection Act 2018, and relevant EU regulations. It covers various types of confidential information including financial data, customer lists, employee information, trade secrets, and proprietary technology. This document is particularly important as it sets the framework for information sharing and includes specific provisions for data protection, competition law compliance, and the return or destruction of confidential information if the transaction doesn't proceed.
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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any guarantors or related parties
2. Background: Context of the proposed business sale and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted 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. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
7. Information Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed
9. Duration and Survival: Term of the agreement and provisions that survive termination
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers - include when seller wants additional protection
2. Standstill Provisions: Restrictions on acquiring target company shares - include for public companies or when seller requires protection from hostile takeover
3. Data Protection Compliance: Specific GDPR compliance provisions - include when personal data is part of the confidential information
4. Anti-Trust Compliance: Provisions ensuring compliance with competition laws - include for larger transactions or regulated industries
5. Exclusivity Period: Period during which seller won't negotiate with other parties - include when buyer requires exclusivity
6. Cost Allocation: Provisions regarding who bears costs of compliance - include when significant compliance costs are expected
1. Schedule 1 - Authorised Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures
3. Schedule 3 - Excluded Information: Information specifically excluded from confidentiality obligations
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room if applicable
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