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Confidentiality Agreement For Sale Of Business
"I need a Confidentiality Agreement For Sale Of Business under Dutch law for the potential sale of my manufacturing company, with special attention to protecting trade secrets and manufacturing processes, and including clean team provisions as the potential buyer is a competitor."
1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and their respective legal details
2. Background: Context of the potential business sale and purpose of the confidentiality agreement
3. Definitions: Definitions of key terms including Confidential Information, Representatives, Permitted Purpose, Transaction
4. Confidentiality Obligations: Core obligations regarding non-disclosure and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be shared, including with representatives and advisors
6. Information Security: Requirements for protecting and securing confidential information
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed
8. Duration of Obligations: Time period for which confidentiality obligations remain in effect
9. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers identified during the due diligence
10. No Commitment: Clarification that the agreement does not obligate either party to proceed with the transaction
11. Remedies: Available remedies in case of breach, including injunctive relief
12. General Provisions: Standard provisions including governing law, jurisdiction, amendments, and notices
1. Standstill Provisions: Restrictions on acquiring shares or assets without consent, used when the target is publicly traded
2. Securities Laws Compliance: Special provisions regarding insider trading, needed if target company is listed
3. Exclusivity/No Shop: Provisions preventing the seller from seeking other buyers, included if agreed as part of the process
4. Anti-Trust Compliance: Special handling of commercially sensitive information for competition law compliance, needed if parties are competitors
5. Data Protection Compliance: Specific provisions for handling personal data under GDPR, needed if personal data is involved in due diligence
6. Clean Team Arrangements: Special provisions for handling commercially sensitive information through a clean team, needed if parties are competitors
1. Schedule 1: Confidential Information: Detailed description of what constitutes confidential information for this specific transaction
2. Schedule 2: Authorized Representatives: List of authorized representatives and advisors who may access the confidential information
3. Schedule 3: Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4: Data Room Rules: Rules and procedures for accessing and using the virtual data room
5. Appendix A: Form of Confidentiality Undertaking: Template confidentiality undertaking to be signed by representatives and advisors
6. Appendix B: Destruction Certificate: Form of certificate confirming destruction of confidential information if required
Authors
Manufacturing
Technology
Financial Services
Healthcare
Retail
Professional Services
Real Estate
Energy
Telecommunications
Transportation & Logistics
Consumer Goods
Industrial Services
Media & Entertainment
Pharmaceuticals
Agriculture
Legal
Mergers & Acquisitions
Corporate Development
Finance
Information Security
Compliance
Executive Leadership
Corporate Secretariat
Business Development
Strategy
Data Protection
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Mergers & Acquisitions
Corporate Development Director
Investment Banker
Transaction Lawyer
Due Diligence Manager
Data Room Manager
Chief Information Security Officer
Privacy Officer
Business Development Director
Integration Manager
Strategy Director
Board Member
Company Secretary
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