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Buyer Seller Confidentiality Agreement Template for England and Wales

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Key Requirements PROMPT example:

Buyer Seller Confidentiality Agreement

"I need a Buyer Seller Confidentiality Agreement for a potential acquisition of a UK tech company, where we'll be sharing sensitive source code and customer data during due diligence, with completion targeted for March 2025."

Document background
The Buyer Seller Confidentiality Agreement is essential when parties are exploring potential business transactions and need to share sensitive information. This agreement, governed by English and Welsh law, provides a framework for protecting proprietary information, trade secrets, customer data, and other confidential materials during due diligence processes. It establishes clear obligations for information handling, permitted uses, and consequences of breach, while ensuring compliance with UK data protection requirements and confidentiality laws.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Confidential Information: Definition and scope of confidential information

5. Obligations of Confidentiality: Core confidentiality obligations

6. Permitted Disclosures: Circumstances where disclosure is allowed

7. Term and Termination: Duration and termination provisions

8. Return of Confidential Information: Provisions for returning or destroying confidential information

9. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

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

2. International Transfer: Cross-border data transfer provisions when parties are in different jurisdictions

3. Non-Solicitation: Restrictions on hiring other party's employees when protecting against staff poaching

4. Non-Competition: Restrictions on competitive activities when protecting business interests

Suggested Schedules

1. Description of Purpose: Detailed description of the permitted purpose

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Security Requirements: Specific security measures required for information protection

4. Information Categories: Detailed categorization of confidential information types

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
Relevant Teams
Relevant Roles
Industries

UK Data Protection Act 2018: Primary UK legislation governing the processing of personal data and implementing the UK GDPR requirements

UK GDPR: Post-Brexit data protection regulation defining how personal data must be handled, stored, and processed in the UK

Trade Secrets Regulations 2018: UK regulations protecting against the unlawful acquisition, use and disclosure of trade secrets

Common Law Contract Principles: Fundamental principles of contract formation and enforcement under English common law

Freedom of Information Act 2000: Legislation governing public access to information held by public authorities, relevant if public bodies are involved

Electronic Commerce Regulations 2002: Regulations governing electronic communications and digital business transactions

Computer Misuse Act 1990: Legislation concerning unauthorized access to computer systems and digital information

Law of Confidence: Common law principle protecting confidential information and defining obligations of confidentiality

Financial Services and Markets Act 2000: Regulatory framework for financial services industry, including confidentiality requirements for financial information

EU GDPR: European Union data protection regulation, relevant for cross-border transactions or EU data subjects

Equitable Principles: Common law principles of fairness and equity in handling confidential information

International Trade Regulations: Various regulations governing international trade and cross-border business transactions

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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