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Business Sale Confidentiality Agreement
"I need a Business Sale Confidentiality Agreement for the potential sale of my technology startup, with strong protection for our software IP and development roadmap, as we're planning to start discussions with potential buyers in January 2025."
1. Parties: Identifies the disclosing party (typically the seller), receiving party (typically the potential buyer), and any guarantors or related entities
2. Background: Sets out the context of the proposed business sale and purpose of sharing confidential information
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information
5. Permitted Disclosures: Specifies circumstances where confidential information may be disclosed and to whom
6. Security Measures: Required procedures and safeguards for protecting confidential information
7. Return or Destruction of Information: Obligations regarding the handling of confidential information after discussions end
8. Non-Solicitation: Restrictions on approaching employees, customers, or suppliers learned about through the confidential information
9. Term and Survival: Duration of the agreement and which obligations survive termination
10. General Provisions: Standard provisions including governing law, jurisdiction, amendments, and notices
1. Exclusivity Period: Used when the seller agrees not to negotiate with other potential buyers for a specified period
2. Reverse Confidentiality: Used when both parties are sharing confidential information and need mutual protection
3. Public Announcements: Added when there's a need to control public statements about the potential transaction
4. Inside Information: Required when either party is a listed company and insider trading provisions need to be addressed
5. Data Protection Compliance: Added when confidential information includes personal data requiring specific handling
6. Non-Circumvention: Used to prevent the receiving party from bypassing the disclosing party to deal directly with its customers, suppliers, or other business contacts
7. Standstill Provisions: Added for listed companies to prevent unauthorized share acquisitions during discussions
1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for protecting information
4. Schedule 4 - Destruction Certificate: Form of certificate to confirm destruction of confidential information
5. Appendix A - Data Room Rules: If applicable, rules and procedures for accessing electronic or physical data rooms
Authors
Manufacturing
Retail
Technology
Healthcare
Professional Services
Financial Services
Real Estate
Construction
Mining
Agriculture
Hospitality
Education
Transportation
Media and Entertainment
Energy and Utilities
Legal
Corporate Development
Mergers & Acquisitions
Executive Leadership
Finance
Risk & Compliance
Business Development
Company Secretariat
Corporate Advisory
Due Diligence
Chief Executive Officer
Managing Director
Business Development Manager
Chief Financial Officer
Corporate Lawyer
General Counsel
Mergers & Acquisitions Director
Business Owner
Company Secretary
Corporate Development Manager
Due Diligence Manager
Risk & Compliance Officer
Investment Director
Transaction Advisory Partner
Business Broker
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