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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."
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.
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
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
Manufacturing
Technology
Retail
Healthcare
Financial Services
Professional Services
Real Estate
Energy
Telecommunications
E-commerce
Automotive
Pharmaceuticals
Hospitality
Media and Entertainment
Construction
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Risk Management
Business Development
Strategy
Company Secretarial
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
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