NDA For Business Sale

NDA For Business Sale Template for England and Wales

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Key Requirements PROMPT example:

"I need an NDA for Business Sale to protect confidential information while I explore selling my UK-based software company to a larger tech firm, with specific provisions for protecting our source code and customer data during the due diligence process starting January 2025."

Document background

An NDA For Business Sale is essential when a business owner is considering selling their enterprise and needs to share sensitive information with potential buyers. This document, governed by English and Welsh law, provides crucial protection during the due diligence process, where detailed business information must be disclosed. It typically covers financial records, customer lists, trade secrets, operational procedures, and other proprietary information. The agreement ensures that potential buyers and their representatives use the information solely for evaluating the business purchase opportunity and maintain strict confidentiality throughout the process.

Suggested Sections

1. Parties: Identification and details of the disclosing and receiving parties

2. Background: Context of the business sale and purpose of the NDA

3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances where disclosure is allowed

6. Term and Survival: Duration of obligations and provisions that survive termination

7. Return of Information: Obligations regarding return or destruction of confidential information

Optional Sections

1. Non-Circumvention: Prevents direct contact with customers/suppliers, used when sensitive business relationships are involved

2. Non-Solicitation: Prevents poaching of employees/customers, used when human capital is crucial

3. Data Protection: Specific provisions for personal data handling, used when personal data will be shared

4. Insider Trading: Required when one party is publicly traded

Suggested Schedules

1. Schedule of Representatives: List of authorized individuals who may access confidential information

2. Schedule of Confidential Information: Specific categories or items of confidential information being disclosed

3. Data Processing Schedule: Details of personal data processing activities if applicable

Authors

Alex Denne

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

alex.den.21@genieai.co

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Authors

Alex Denne

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