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1. Non-Solicitation: Prevents recipient from soliciting employees or customers. Include when the potential buyer could be a competitor

2. Data Protection: Specific provisions for handling personal data. Include when the business handles significant personal data

3. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers. Include when buyer requires exclusive negotiation rights

4. Public Announcements: Controls over public statements about the potential transaction. Include for high-profile transactions or when one party is publicly traded

5. Residual Knowledge: Provisions regarding use of non-confidential knowledge gained. Include when recipient is in the same industry

6. Force Majeure: Provisions for extraordinary events affecting compliance. Include during periods of significant uncertainty

7. Anti-Money Laundering Compliance: Specific provisions for AML compliance. Include for large transactions or regulated businesses

1. Schedule 1: Description of Business: Detailed description of the business being sold and scope of information to be shared

2. Schedule 2: Authorized Representatives: List of authorized representatives who may access confidential information

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: Rules and procedures for accessing and using the data room, if applicable

6. Appendix B: Return/Destruction Certificate: Form of certificate confirming return or destruction of confidential information