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Non Disclosure Agreement Business Acquisition

Non Disclosure Agreement Business Acquisition Template for United States

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Key Requirements PROMPT example:

Non Disclosure Agreement Business Acquisition

"I need a Non Disclosure Agreement Business Acquisition to protect confidential information during our potential acquisition of a software company, with specific provisions for source code protection and a 3-year confidentiality period starting March 2025."

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Document background
The Non Disclosure Agreement Business Acquisition is essential when companies are exploring potential mergers, acquisitions, or business combinations in the United States. This document becomes necessary at the initial stages of discussions, typically before detailed due diligence begins. It protects confidential information shared during the evaluation process, including financial statements, business strategies, customer data, and intellectual property. The agreement must comply with both federal and state laws, including the Defend Trade Secrets Act and state-specific trade secret protections. It's particularly crucial when dealing with sensitive competitive information that could harm the target company if disclosed.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

2. Background: Context of the potential business acquisition and purpose of the NDA, including the nature of the proposed transaction

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

4. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law

6. Term and Termination: Duration of confidentiality obligations and provisions for early termination

7. Return or Destruction of Information: Requirements and procedures for returning or destroying confidential information upon termination

8. Remedies: Available remedies in case of breach, including injunctive relief and monetary damages

9. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers of the disclosing party

2. Standstill Provisions: Restrictions on acquiring target company shares or making hostile takeover attempts

3. Residual Information Clause: Treatment of information retained in memory by receiving party's representatives

4. Non-Circumvention: Prohibition on using confidential information to circumvent the disclosing party in future transactions

5. Securities Laws Compliance: Specific provisions regarding insider trading and securities laws compliance

Suggested Schedules

1. Schedule A - Authorized Representatives: List of individuals authorized to receive and handle confidential information

2. Schedule B - Excluded Information: Specific categories of information excluded from confidentiality obligations

3. Appendix 1 - Form of Acknowledgment: Template for representatives to acknowledge and agree to NDA obligations

4. Appendix 2 - Security Protocols: Specific procedures for handling and protecting confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Clauses

























Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law providing uniform protection for trade secrets, allowing companies to file civil lawsuits in federal court for trade secret misappropriation

Securities Exchange Act 1934: Federal law governing securities trading and requiring disclosure of material information for publicly traded companies involved in the acquisition

Economic Espionage Act: Federal criminal law protecting against theft or misappropriation of trade secrets, particularly relevant for confidentiality provisions

Federal Antitrust Laws: Sherman Act and Clayton Act provisions governing competition and market concentration in business acquisitions

Uniform Trade Secrets Act: State-level legislation (adopted by most states) providing framework for trade secret protection and remedies for misappropriation

State Contract Laws: State-specific regulations governing contract formation, enforcement, and interpretation

State Employment Laws: State-specific regulations affecting NDAs in relation to employees and workforce considerations

Contract Law Fundamentals: Basic principles including consideration, offer, acceptance, and mutual understanding required for valid contract formation

Hart-Scott-Rodino Act: Federal law requiring review of large transactions for antitrust implications and mandatory waiting periods

SEC Regulations: Securities and Exchange Commission rules governing disclosure and filing requirements for business acquisitions involving public companies

Common Law Precedents: Relevant case law and judicial decisions establishing precedents for NDA interpretation and enforcement

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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Bilateral NDA

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