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Business Sale Confidentiality Agreement Template for Australia

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Key Requirements PROMPT example:

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."

Document background
A Business Sale Confidentiality Agreement is essential when contemplating the sale of a business in Australia, where detailed confidential information needs to be shared with potential buyers during the due diligence process. This document is typically used at the initial stages of a business sale transaction, before detailed negotiations begin, and serves to protect sensitive commercial information, trade secrets, employee details, and customer data. It ensures compliance with Australian privacy laws, corporations law, and common law principles of confidentiality, while facilitating necessary information sharing for business sale evaluation. The agreement becomes particularly crucial in protecting the seller's interests while allowing the potential buyer to assess the business opportunity effectively.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Professional Services

Financial Services

Real Estate

Construction

Mining

Agriculture

Hospitality

Education

Transportation

Media and Entertainment

Energy and Utilities

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Executive Leadership

Finance

Risk & Compliance

Business Development

Company Secretariat

Corporate Advisory

Due Diligence

Relevant Roles

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

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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