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Non Disclosure Agreement For Sale Of Business for Austria

Non Disclosure Agreement For Sale Of Business Template for Austria

This Non-Disclosure Agreement (NDA) is specifically designed for business sale transactions under Austrian law. It provides comprehensive protection for confidential information disclosed during the sale process, including business operations, financial data, trade secrets, customer information, and intellectual property. The document incorporates key provisions of Austrian commercial law, particularly the ABGB (Austrian Civil Code) and UWG (Act Against Unfair Competition), while ensuring compliance with EU regulations including GDPR. It establishes clear parameters for information sharing during due diligence, specific usage rights, and obligations for information protection and return/destruction.

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What is a Non Disclosure Agreement For Sale Of Business?

This Non-Disclosure Agreement For Sale Of Business is essential in Austrian business sale transactions where confidential information needs to be shared during the due diligence process. It should be used before disclosing any sensitive business information to potential buyers or their representatives. The document ensures compliance with Austrian legal requirements, including the ABGB, UWG, and UGB, while also adhering to EU regulations such as GDPR. It's particularly crucial in protecting trade secrets, financial data, customer information, and other proprietary information during the sale process. The agreement typically precedes more detailed transaction documents and helps maintain confidentiality throughout the entire sale process, from initial discussions to final negotiations.

What sections should be included in a Non Disclosure Agreement For Sale Of Business?

1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and their legal details

2. Background: Context of the potential business sale and purpose of the NDA

3. Definitions: Definitions of key terms including 'Confidential Information', 'Transaction', 'Representatives', and 'Permitted Purpose'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale

5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

6. Permitted Use and Disclosure: Specified purposes for which the information can be used and persons to whom it can be disclosed

7. Security Measures: Required measures to protect confidential information

8. Duration and Survival: Term of the agreement and surviving obligations

9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after termination or upon request

10. No Obligation to Proceed: Clarification that the NDA does not obligate parties to proceed with the business sale

11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

12. General Provisions: Standard clauses including severability, amendments, and entire agreement

What sections are optional to include in a Non Disclosure Agreement For Sale Of Business?

1. Non-Solicitation: Restrictions on soliciting employees or customers, recommended for businesses where human capital or customer relationships are crucial

2. Standstill Provisions: Restrictions on acquiring company shares or assets outside the proposed transaction, relevant for publicly traded companies

3. Data Protection Compliance: Specific GDPR compliance provisions, necessary when personal data is involved

4. Insider Trading Prevention: Required for publicly traded companies or regulated industries

5. Third Party Rights: Needed when confidential information includes third party data or when multiple parties are involved

6. Remedies and Injunctive Relief: Specific enforcement provisions, recommended for high-value transactions

7. Anti-Trust Compliance: Required when sharing commercially sensitive information between competitors

What schedules should be included in a Non Disclosure Agreement For Sale Of Business?

1. Schedule 1 - Scope of Confidential Information: Detailed list or categories of information considered confidential

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Schedule 4 - Disclosure Log: Template for tracking disclosures of confidential information

5. Schedule 5 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

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

Jurisdiction

Austria

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions





























Clauses





























Relevant Industries

Manufacturing

Technology

Retail

Financial Services

Healthcare

Real Estate

Professional Services

Industrial

Consumer Goods

Energy

Telecommunications

Transportation and Logistics

Media and Entertainment

Construction

Hospitality

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Executive Leadership

Compliance

Risk Management

Business Development

Strategy

Corporate Secretary Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Development Director

Head of Mergers & Acquisitions

General Counsel

Legal Director

Business Development Manager

Investment Manager

Due Diligence Manager

Corporate Finance Director

Strategy Director

Company Secretary

Compliance Officer

Risk Manager

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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