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Business Sale Non Disclosure Agreement Template for India

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Key Requirements PROMPT example:

Business Sale Non Disclosure Agreement

"I need a Business Sale Non Disclosure Agreement for my technology startup in Bangalore, with specific provisions for protecting source code and customer data, as we're planning to share sensitive information with a multinational corporation interested in acquiring us."

Document background
This Business Sale Non Disclosure Agreement is essential for protecting confidential information during business sale transactions in India. It should be implemented at the earliest stages of business sale discussions, before any sensitive information is shared between parties. The document ensures compliance with Indian legal requirements, including the Indian Contract Act, 1872, Companies Act, 2013, and relevant data protection regulations. It covers crucial aspects such as financial data, trade secrets, customer information, employee details, and proprietary business processes. The agreement is particularly important given India's evolving business landscape and the increasing complexity of corporate transactions, providing both parties with legal protection while facilitating necessary information exchange for transaction evaluation.
Suggested Sections

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

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

3. Definitions: Detailed definitions including 'Confidential Information', 'Business Sale Transaction', 'Authorized Representatives', 'Permitted Purpose', and other key terms

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 advisors, employees, or as required by law

7. Data Protection and Security: Specific measures required to protect confidential information, including digital security requirements

8. Term and Survival: Duration of confidentiality obligations and which provisions survive termination

9. Return or Destruction of Confidential Information: Requirements for handling confidential information after discussions end

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

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Non-Solicitation: Optional clause preventing solicitation of employees or customers, recommended when the potential buyer could be a competitor

2. Standstill Provisions: Restrictions on acquiring company shares or assets outside the proposed transaction, relevant for listed companies

3. Anti-Trust Compliance: Special provisions for competition law compliance, necessary when parties are competitors

4. Data Room Access Rules: Specific rules for accessing and using virtual or physical data rooms, needed for larger transactions

5. Representative Warranties: Additional warranties about the authority to receive information and maintain confidentiality, useful for complex corporate structures

6. Non-Circumvention: Prevents the receiving party from circumventing the disclosing party in the transaction, important for broker-involved deals

7. Reverse Engineering Prohibition: Specific prohibition on reverse engineering products or processes, important for technical businesses

Suggested Schedules

1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

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

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

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

5. Appendix A - Data Room Rules: Detailed rules and procedures for data room access and usage

6. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or 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






























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Relevant Industries

Manufacturing

Technology

Retail

Healthcare

Financial Services

Real Estate

Hospitality

E-commerce

Telecommunications

Automotive

Pharmaceuticals

Energy

Infrastructure

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Business Development

Compliance

Risk Management

Information Security

Strategy

Corporate Secretarial

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Development Manager

M&A Director

Legal Counsel

Company Secretary

Business Development Director

Investment Banker

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

Strategy Director

Information Security Officer

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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