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Non Disclosure Agreement Business Acquisition
1. Parties: Identification of the disclosing and receiving parties, including full legal names, company registration numbers, and addresses
2. Background: Context of the potential business acquisition and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Affiliate', and 'Transaction'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business acquisition
5. Permitted Use and Disclosure: Specified purposes for which confidential information may be used and conditions for disclosure to representatives
6. Obligations of Receiving Party: Core confidentiality obligations, security measures, and standard of care required
7. Exceptions to Confidentiality: Standard carve-outs for public information, legally required disclosures, and independently developed information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Duration and Termination: Term of the agreement and survival of obligations
10. Breach and Remedies: Consequences of breach, including injunctive relief and indemnification
11. General Provisions: Standard clauses including governing law, jurisdiction, assignment, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees or customers, recommended when the target business has valuable human capital or customer relationships
2. Standstill Provisions: Restrictions on acquiring target company shares, relevant for publicly traded companies
3. Anti-Trust/Competition Compliance: Special provisions for handling competitively sensitive information, necessary when parties are competitors
4. Data Protection Compliance: Specific GDPR compliance provisions when personal data will be shared
5. Deal Team Restrictions: Limitations on which personnel can access information, useful for large organizations
6. Clean Team Arrangements: Special handling procedures for commercially sensitive information, important when parties are competitors
7. Exclusivity Period: Provisions preventing the target from engaging with other potential buyers, optional based on negotiating position
1. Schedule 1 - Specified Representatives: List of authorized individuals who may access confidential information
2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures
3. Schedule 3 - Disclosure Letter: List of specific information being disclosed
4. Schedule 4 - Data Room Rules: Procedures and rules for accessing virtual or physical data rooms
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives to sign
6. Appendix B - Notification Contacts: Contact details for notices and authorized points of contact
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