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NDA For Business Sale Template for United Arab Emirates

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Key Requirements PROMPT example:

NDA For Business Sale

"I need an NDA for Business Sale under UAE law for a potential sale of my technology manufacturing company to a competitor, with strict provisions on data room access and employee information protection, to be completed before March 2025."

Document background
This NDA for Business Sale is essential for protecting confidential information during business sale negotiations and due diligence processes in the UAE. It should be used when parties are exploring a potential business sale transaction and need to exchange sensitive business information. The document incorporates specific requirements under UAE law, including provisions from the UAE Commercial Transactions Law, Civil Code, and Data Protection regulations. It provides comprehensive protection for financial data, trade secrets, customer information, and other sensitive business details typically disclosed during sale discussions. The agreement is particularly important in the UAE context where business relationships and confidentiality are highly valued, and breach of confidence can have serious legal and commercial consequences.
Suggested Sections

1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any guaranteed parties

2. Background: Context of the potential business sale and purpose of the NDA

3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, 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 use, protection, and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

7. Security Measures: Required procedures for protecting and securing confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after discussions end

9. Term and Survival: Duration of the agreement and survival of obligations

10. Breach and Remedies: Consequences of breach and available remedies under UAE law

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

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, recommended when the potential buyer could be a competitor

2. Exclusivity Period: Period during which the seller won't negotiate with other potential buyers, optional for serious buyers

3. Data Protection Compliance: Specific provisions for compliance with UAE data protection laws, necessary if personal data is involved

4. Anti-Money Laundering Provisions: Required when dealing with regulated industries or financial institutions

5. Shariah Compliance: Required when parties need to ensure compliance with Islamic law principles

6. Non-Circumvention: Prevents direct approaches to customers, suppliers, or partners, important for businesses with valuable relationships

Suggested Schedules

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

2. Schedule 2 - Specific Confidential Information: Detailed list of categories of confidential information to be disclosed

3. Schedule 3 - Security Protocols: Specific procedures for handling and protecting confidential information

4. Appendix A - Form of Confidentiality Undertaking: Template undertaking for representatives who will access confidential information

5. Appendix B - Data Room Rules: Rules and procedures for accessing virtual or physical data rooms if applicable

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

































Clauses






























Relevant Industries

Manufacturing

Retail

Technology

Healthcare

Financial Services

Real Estate

Hospitality

Construction

Professional Services

Energy

Transportation

E-commerce

Education

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Strategy

Business Development

Company Secretariat

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Director

Corporate Lawyer

Legal Counsel

Investment Manager

Mergers & Acquisitions Director

Due Diligence Manager

Company Secretary

Finance Director

Strategy Director

Business Owner

Commercial Director

Risk Manager

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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