The Acquisition NDA is a critical document used in the early stages of merger and acquisition transactions in Austria. It establishes the framework for sharing confidential business information during the due diligence process and preliminary negotiations. The document must comply with Austrian civil law principles, particularly the ABGB (Austrian Civil Code), while incorporating requirements from the Austrian Data Protection Act (DSG) and EU GDPR. This agreement is typically executed before any substantial information is shared between parties and remains active throughout the transaction process. It should be customized based on the transaction size, industry sector, and whether the target is a public or private company. The agreement needs to address specific Austrian legal requirements regarding trade secret protection, corporate disclosure obligations, and data protection, while maintaining practical effectiveness for business purposes.
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1. Parties: Identification of the disclosing party (typically the seller) and receiving party (typically the potential buyer), including full legal names and addresses
2. Background: Context of the potential acquisition and purpose of the NDA, including brief description of the contemplated transaction
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Affiliate', and 'Transaction'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including explicit categories of protected information
5. Permitted Disclosure: Circumstances under which confidential information may be shared, including with representatives and advisors
6. Obligations of Receiving Party: Core confidentiality obligations, standard of care, and security measures required
7. Data Protection Compliance: GDPR and Austrian DSG compliance requirements for handling personal data
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Termination: Duration of the agreement and confidentiality obligations, termination rights
10. Remedies: Available remedies in case of breach, including injunctive relief and damages
11. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement, and amendments
1. Non-Solicitation: Restrictions on soliciting employees or customers, often included for larger transactions
2. Standstill Provisions: Restrictions on acquiring target company shares, relevant for public company targets
3. Exclusivity/No Shop: Optional prohibition on seller negotiating with other potential buyers, typically in separate agreement but sometimes included
4. Securities Laws Compliance: Required for publicly traded companies to address insider trading concerns
5. Anti-Trust Compliance: Necessary when dealing with competitors or in regulated industries
6. Non-Circumvention: Prevents receiving party from using information to circumvent the disclosing party in business opportunities
7. Representation of Parties: Warranties regarding authority to share information and enter agreement, sometimes included for complex transactions
1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2 - Security Protocols: Specific security measures and protocols for handling confidential information
3. Schedule 3 - Data Processing Terms: Detailed GDPR-compliant data processing terms if personal data is involved
4. Schedule 4 - Information Categories: Detailed categorization of types of confidential information covered
5. Appendix A - Form of Confidentiality Undertaking: Template for additional confidentiality undertakings by representatives
6. Appendix B - Data Destruction Certificate: Template certificate confirming destruction of confidential information
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Agriculture
Transportation
Media & Entertainment
Construction
Biotechnology
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Business Development
Strategy
Data Protection
Corporate Secretariat
Investment Banking
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Director
Legal Counsel
Investment Banker
Due Diligence Manager
Corporate Secretary
Finance Director
Business Development Manager
Risk Manager
Compliance Officer
Data Protection Officer
Strategy Director
Transaction Manager
Board Member
Managing Director
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