The Confidentiality Agreement For Sale Of Business is a crucial document used in the initial stages of a potential business sale or acquisition in the Netherlands. It serves as the foundation for protecting proprietary information, trade secrets, and sensitive business data that needs to be shared during the due diligence process. This agreement is particularly important under Dutch law, which provides specific protections for business secrets under the Trade Secrets Act and imposes strict requirements for data protection under the GDPR implementation. The document typically precedes any detailed discussions or due diligence activities and remains active throughout the transaction process, often surviving even if the transaction doesn't proceed. It's essential for companies engaging in potential sale processes, whether through private sales, auctions, or other transaction structures, and provides legal remedies under Dutch jurisdiction in case of unauthorized disclosure.
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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and their respective legal details
2. Background: Context of the potential business sale and purpose of the confidentiality agreement
3. Definitions: Definitions of key terms including Confidential Information, Representatives, Permitted Purpose, Transaction
4. Confidentiality Obligations: Core obligations regarding non-disclosure and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be shared, including with representatives and advisors
6. Information Security: Requirements for protecting and securing confidential information
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed
8. Duration of Obligations: Time period for which confidentiality obligations remain in effect
9. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers identified during the due diligence
10. No Commitment: Clarification that the agreement does not obligate either party to proceed with the transaction
11. Remedies: Available remedies in case of breach, including injunctive relief
12. General Provisions: Standard provisions including governing law, jurisdiction, amendments, and notices
1. Standstill Provisions: Restrictions on acquiring shares or assets without consent, used when the target is publicly traded
2. Securities Laws Compliance: Special provisions regarding insider trading, needed if target company is listed
3. Exclusivity/No Shop: Provisions preventing the seller from seeking other buyers, included if agreed as part of the process
4. Anti-Trust Compliance: Special handling of commercially sensitive information for competition law compliance, needed if parties are competitors
5. Data Protection Compliance: Specific provisions for handling personal data under GDPR, needed if personal data is involved in due diligence
6. Clean Team Arrangements: Special provisions for handling commercially sensitive information through a clean team, needed if parties are competitors
1. Schedule 1: Confidential Information: Detailed description of what constitutes confidential information for this specific transaction
2. Schedule 2: Authorized Representatives: List of authorized representatives and advisors who may access the confidential information
3. Schedule 3: Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4: Data Room Rules: Rules and procedures for accessing and using the virtual data room
5. Appendix A: Form of Confidentiality Undertaking: Template confidentiality undertaking to be signed by representatives and advisors
6. Appendix B: Destruction Certificate: Form of certificate confirming destruction of confidential information if required
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