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1. Parties: Identification of the disclosing party (seller) and receiving party (potential buyer), including full legal names and registered addresses
2. Background: Context of the potential business sale and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Business', and 'Transaction'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
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 and advisors
7. Security Measures: Required procedures for protecting and storing confidential information
8. Return or Destruction of Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction for dispute resolution
1. Non-Solicitation: Prevents poaching of employees or clients, used when human capital is a key business asset
2. Exclusivity Period: Prevents the seller from negotiating with other potential buyers, used when buyer requires exclusive negotiation rights
3. Data Protection Compliance: Specific provisions for compliance with PDPO, used when personal data will be shared
4. Securities Trading Restriction: Used when either party is listed or related to listed companies
5. Reverse Due Diligence: Provisions for seller to verify buyer's capability to complete transaction, used in high-value deals
6. Anti-Money Laundering: Compliance provisions required for regulated industries or high-risk transactions
7. Force Majeure: Provisions for extraordinary events affecting compliance, used in long-term NDAs
1. Schedule 1 - Specified Purpose: Detailed description of the permitted purpose for using confidential information
2. Schedule 2 - Authorized Representatives: List of authorized individuals or roles who may access the confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for handling confidential information
4. Schedule 4 - Excluded Information: List of information specifically excluded from confidentiality obligations
5. Appendix A - Data Room Rules: Rules and procedures for accessing and using virtual or physical data rooms
6. Appendix B - Return/Destruction Certificate: Form for certifying the return or destruction of confidential information
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