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Business Sale Non Disclosure Agreement
"I need a Business Sale Non-Disclosure Agreement for a potential sale of my technology company to a competitor, with strong protection for source code and AI algorithms, targeting completion by March 2025."
1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including the proposed business sale transaction and purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Business Sale 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 the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to professional advisors and as required by law
7. Security Measures: Required measures for protecting and securing confidential information
8. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information upon request or termination
9. Duration and Survival: Term of the agreement and which provisions survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees or customers, used when there's specific concern about poaching during the due diligence process
2. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers, included when exclusive negotiation rights are granted
3. Data Protection Compliance: Specific provisions for PDPA compliance, required when personal data will be included in the disclosed information
4. Announcements and Publicity: Controls on public statements about the potential transaction, important for sensitive or high-profile deals
5. Representatives' Obligations: Detailed provisions regarding the obligations of representatives who will access the information, used when multiple parties need access
6. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, needed when parties are competitors
7. Costs: Allocation of costs related to protecting confidential information, included in complex transactions
1. Schedule 1 - Description of Business: Detailed description of the business being considered for sale
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Specific Categories of Confidential Information: Detailed categorization of different types of confidential information to be disclosed
4. Schedule 4 - Security Protocols: Specific security measures and protocols for handling confidential information
5. Schedule 5 - Excluded Information: List of information explicitly excluded from confidentiality obligations
Authors
Manufacturing
Technology
Retail
Financial Services
Healthcare
Real Estate
Professional Services
Energy
Telecommunications
Hospitality
Education
Transportation
Construction
Agriculture
Mining
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Strategy
Business Development
Corporate Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Development Director
Corporate Lawyer
Legal Counsel
Investment Banker
Mergers & Acquisitions Manager
Due Diligence Specialist
Business Owner
Company Secretary
Financial Controller
Commercial Director
Strategy Director
Risk Manager
Compliance Officer
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