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Business Sale Non Disclosure Agreement

Business Sale Non Disclosure Agreement Template for Germany

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Key Requirements PROMPT example:

Business Sale Non Disclosure Agreement

"I need a Business Sale Non Disclosure Agreement under German law for a potential sale of my manufacturing company to a domestic buyer, with standard confidentiality terms and specific provisions for protecting our customer lists and manufacturing processes."

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Document background
This Business Sale Non Disclosure Agreement is essential for protecting confidential information during business sale transactions in Germany. It should be used at the initial stages of any potential business sale, before detailed discussions or due diligence begin. The document ensures compliance with German legal requirements, particularly the GeschGehG (Trade Secrets Act) and relevant provisions of the BGB (Civil Code). It covers the disclosure of sensitive business information, financial data, trade secrets, customer information, and intellectual property. The agreement is structured to accommodate both domestic German transactions and cross-border deals where German law governs. It includes specific provisions for data protection under GDPR and includes necessary security measures required by German law for protecting confidential information.
Suggested Sections

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

2. Background: Context of the potential business sale and purpose of sharing confidential information

3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Business'

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 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 measures for protecting confidential information, aligned with GeschGehG requirements

8. Return or Destruction of Information: Obligations regarding the handling of confidential information after termination or upon request

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

10. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

11. Execution: Signature blocks and execution provisions

Optional Sections

1. Data Protection: Additional provisions when personal data is involved, ensuring GDPR compliance

2. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business sale context

3. Exclusivity: Provisions granting exclusive negotiation rights for a specified period

4. Break Fee: Penalties for breach of exclusivity or early termination of negotiations

5. Stock Exchange Announcements: Required for listed companies or when regulatory disclosures may be necessary

6. Anti-Trust/Competition: Specific provisions when the potential transaction may have competition law implications

7. Intellectual Property Rights: Additional protections for IP-heavy businesses or when significant IP assets are involved

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed list of specific documents, data, and information deemed 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 protocols for handling confidential information

4. Schedule 4 - Disclosure Timeline: Timeline and process for the disclosure of different categories of confidential information

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives and advisors

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






























Clauses





























Relevant Industries

Manufacturing

Technology

Financial Services

Healthcare

Retail

Real Estate

Professional Services

Energy

Telecommunications

Automotive

Pharmaceuticals

Consumer Goods

Industrial

Media and Entertainment

Construction

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Executive Leadership

Compliance

Data Protection

Corporate Secretariat

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Investment Director

Legal Counsel

Finance Director

Business Development Manager

Due Diligence Manager

Transaction Manager

Corporate Secretary

Compliance Officer

Privacy Officer

Integration 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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