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Business Sale Confidentiality Agreement Template for India

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Key Requirements PROMPT example:

Business Sale Confidentiality Agreement

"I need a Business Sale Confidentiality Agreement for my tech startup's potential sale to a competitor, with strong digital data protection provisions and specific clauses about protecting our source code and customer data during the due diligence process."

Document background
The Business Sale Confidentiality Agreement is a crucial document used in the initial stages of business sale transactions in India, where potential buyers need access to sensitive business information for evaluation purposes. This agreement, governed by Indian law including the Contract Act 1872 and Companies Act 2013, establishes strict confidentiality obligations before detailed due diligence begins. It typically precedes other transaction documents and protects the seller's proprietary information, trade secrets, customer data, financial records, and other sensitive business details. The agreement is essential for sellers to maintain control over their confidential information while allowing serious potential buyers to evaluate the business opportunity, particularly important in the Indian business environment where protection of proprietary information requires robust contractual safeguards.
Suggested Sections

1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any guarantors or related parties

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

3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Affiliate', and other key terms

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, protection, and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors

7. Security Measures: Specific measures required to protect confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after discussions end

9. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers

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

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

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.

Optional Sections

1. Non-Circumvention: Used when there's a need to prevent the receiving party from circumventing the disclosing party in the business sale process

2. Standstill Provisions: Required for public companies or when there's a need to prevent the receiving party from acquiring shares without consent

3. Digital Data Protection: Specific provisions for handling digital data and IT systems, particularly relevant when significant digital assets are involved

4. Regulatory Compliance: Special provisions regarding regulatory obligations, particularly relevant in regulated industries

5. Anti-Trust Compliance: Required when sharing competitively sensitive information with competitors

6. Force Majeure: Added when specific circumstances might affect the ability to protect confidential information

7. Data Privacy Compliance: Required when personal data or sensitive personal information will be shared

Suggested Schedules

1. Schedule 1 - Specified Representatives: List of authorized representatives who may access the confidential information

2. Schedule 2 - Specific Categories of Confidential Information: Detailed listing of categories of information deemed confidential

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed

4. Schedule 4 - Data Room Rules: Rules and procedures for accessing and using any physical or virtual data room

5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by representatives accessing confidential information

6. Appendix B - Destruction Certificate: Template certificate confirming destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses





























Relevant Industries

Manufacturing

Technology

Retail

Healthcare

Financial Services

Professional Services

Real Estate

Energy

Telecommunications

E-commerce

Automotive

Pharmaceuticals

Hospitality

Media and Entertainment

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Compliance

Risk Management

Business Development

Strategy

Company Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Investment Banker

Business Development Manager

Mergers & Acquisitions Director

Company Secretary

Due Diligence Manager

Legal Counsel

Corporate Strategy Director

Finance Director

Risk Manager

Compliance Officer

Business Owner

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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