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Buyer Seller Confidentiality Agreement Template for Canada

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Key Requirements PROMPT example:

Buyer Seller Confidentiality Agreement

"I need a Buyer Seller Confidentiality Agreement for a potential sale of my technology company, with strong provisions for protecting source code and technical documentation, and specific clauses about digital data security and storage."

Document background
The Buyer Seller Confidentiality Agreement is a crucial legal document used in Canadian business transactions where sensitive information needs to be shared during preliminary discussions or due diligence processes. This agreement, governed by Canadian law, is typically implemented before detailed negotiations or due diligence begin, ensuring that confidential business information, trade secrets, and proprietary data are protected. It's essential when one party (usually the seller) needs to disclose sensitive business information to a potential buyer while maintaining confidentiality and preventing misuse of the disclosed information. The agreement incorporates specific provisions required under Canadian federal and provincial legislation, including compliance with PIPEDA and relevant provincial privacy laws, making it suitable for both domestic and international transactions involving Canadian entities.
Suggested Sections

1. Parties: Identification of the disclosing party (seller) and receiving party (buyer), including full legal names and addresses

2. Background: Context of the potential transaction or business relationship necessitating the exchange of confidential information

3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or as required by law

7. Term and Survival: Duration of the confidentiality obligations and which provisions survive termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Remedies: Available remedies in case of breach, including injunctive relief

10. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, included when talent protection is a concern

2. Residual Knowledge: Provisions addressing use of non-confidential retained knowledge, often requested by sophisticated buyers

3. Privacy Compliance: Specific provisions for compliance with privacy laws, needed when personal information is involved

4. Security Requirements: Specific security protocols for handling confidential information, important for sensitive technical or digital information

5. Export Control: Provisions addressing export control laws, needed for international transactions or regulated industries

6. Competitive Activity: Provisions clarifying that the agreement does not restrict certain competitive activities, useful in sensitive industries

7. Data Protection: Specific provisions for handling digital data, necessary when significant digital assets are involved

8. Marking Requirements: Specific requirements for marking confidential information, useful for sophisticated parties with formal information handling processes

Suggested Schedules

1. Schedule A - Description of Permitted Purpose: Detailed description of the specific purpose for which confidential information may be used

2. Schedule B - Authorized Representatives: List of individuals or roles authorized to receive confidential information

3. Schedule C - Security Protocols: Specific security measures and protocols for handling confidential information

4. Appendix 1 - Forms: Standard forms including confidentiality acknowledgments for representatives

5. Appendix 2 - Specific Categories of Confidential Information: Detailed listing of specific types or categories of confidential information covered

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































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Relevant Industries

Manufacturing

Technology

Healthcare

Real Estate

Financial Services

Professional Services

Retail

Energy

Mining

Transportation

Agriculture

Entertainment

Education

Construction

Telecommunications

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Business Development

Compliance

Risk Management

Information Security

Executive Leadership

Finance

Operations

Corporate Secretariat

Investment

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Business Development Manager

Mergers & Acquisitions Director

Corporate Development Officer

Legal Counsel

Privacy Officer

Compliance Manager

Due Diligence Manager

Investment Manager

Corporate Secretary

Risk Manager

Information Security Officer

Operations Director

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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