This Non-Disclosure Agreement For Selling A Business is essential when a business owner in the Philippines intends to share confidential information with potential buyers during a sale process. The document is crafted under Philippine law and becomes necessary at the initial stages of business sale discussions, typically before detailed due diligence begins. It covers various aspects of confidential information including financial data, trade secrets, customer lists, employee information, and proprietary business processes. The agreement ensures compliance with Philippine regulations including the Data Privacy Act, Securities Regulation Code, and Civil Code provisions while facilitating necessary information sharing for transaction evaluation. It's particularly crucial in protecting the seller's interests while allowing potential buyers to assess the business opportunity effectively.
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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any authorized representatives
2. Background: Context of the potential business sale and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Business', 'Permitted Purpose', 'Representatives', and 'Term'
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 and standard of care required
6. Permitted Use and Disclosure: Specific permitted uses of confidential information and conditions for disclosure to representatives
7. Exclusions from Confidential Information: Standard exclusions such as public domain information and independently developed information
8. Return or Destruction of Confidential Information: Requirements and procedures for returning or destroying confidential information
9. Term and Survival: Duration of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Non-Solicitation: Prohibits solicitation of employees or customers, recommended when the potential buyer could be a competitor
2. Non-Circumvention: Prevents the potential buyer from circumventing the seller in dealing with key business relationships, useful when disclosing customer/supplier information
3. Securities Laws Compliance: Required if the business is publicly traded or involves securities transactions
4. Data Privacy Compliance: Specific provisions addressing compliance with the Philippine Data Privacy Act, necessary when personal data will be shared
5. Notice Requirements: Detailed procedures for required notices, useful in complex transactions
6. Representative Obligations: Additional provisions regarding representatives' compliance, recommended for large-scale due diligence
7. Competitive Intelligence Restriction: Prohibits use of information for competitive intelligence, important when sharing with competitors
1. Schedule A - Authorized Representatives: List of authorized representatives who will have access to confidential information
2. Schedule B - Specific Confidential Information: Detailed categorization of confidential information to be disclosed
3. Schedule C - Security Protocols: Specific procedures for handling and securing confidential information
4. Appendix 1 - Acknowledgment Form: Form for representatives to acknowledge their confidentiality obligations
5. Appendix 2 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Healthcare
Financial Services
Real Estate
Hospitality
Professional Services
Construction
Agriculture
Transportation
Education
Energy
Telecommunications
E-commerce
Relevant Teams
Legal
Finance
Executive Leadership
Mergers & Acquisitions
Corporate Development
Risk Management
Compliance
Business Development
Strategic Planning
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Business Owner
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Mergers & Acquisitions Director
Investment Banker
Business Broker
Due Diligence Manager
Corporate Secretary
Risk Management Officer
Compliance Officer
Financial Controller
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