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Confidentiality Agreement For Sale Of Business Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Confidentiality Agreement For Sale Of Business is a crucial document used in the initial stages of a potential business sale or acquisition in the Netherlands. It serves as the foundation for protecting proprietary information, trade secrets, and sensitive business data that needs to be shared during the due diligence process. This agreement is particularly important under Dutch law, which provides specific protections for business secrets under the Trade Secrets Act and imposes strict requirements for data protection under the GDPR implementation. The document typically precedes any detailed discussions or due diligence activities and remains active throughout the transaction process, often surviving even if the transaction doesn't proceed. It's essential for companies engaging in potential sale processes, whether through private sales, auctions, or other transaction structures, and provides legal remedies under Dutch jurisdiction in case of unauthorized disclosure.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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






































Clauses






























Relevant Industries

Manufacturing

Technology

Financial Services

Healthcare

Retail

Professional Services

Real Estate

Energy

Telecommunications

Transportation & Logistics

Consumer Goods

Industrial Services

Media & Entertainment

Pharmaceuticals

Agriculture

Relevant Teams

Legal

Mergers & Acquisitions

Corporate Development

Finance

Information Security

Compliance

Executive Leadership

Corporate Secretariat

Business Development

Strategy

Data Protection

Risk Management

Relevant Roles

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

Industries







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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