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Buyer Seller Confidentiality Agreement
"I need a Buyer Seller Confidentiality Agreement for a potential sale of my technology company, with strong provisions for protecting source code and technical documentation, and specific clauses about digital data security and storage."
1. Parties: Identification of the disclosing party (seller) and receiving party (buyer), including full legal names and addresses
2. Background: Context of the potential transaction or business relationship necessitating the exchange of confidential information
3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or as required by law
7. Term and Survival: Duration of the confidentiality obligations and which provisions survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Remedies: Available remedies in case of breach, including injunctive relief
10. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement, and amendments
1. Non-Solicitation: Restrictions on soliciting employees or customers, included when talent protection is a concern
2. Residual Knowledge: Provisions addressing use of non-confidential retained knowledge, often requested by sophisticated buyers
3. Privacy Compliance: Specific provisions for compliance with privacy laws, needed when personal information is involved
4. Security Requirements: Specific security protocols for handling confidential information, important for sensitive technical or digital information
5. Export Control: Provisions addressing export control laws, needed for international transactions or regulated industries
6. Competitive Activity: Provisions clarifying that the agreement does not restrict certain competitive activities, useful in sensitive industries
7. Data Protection: Specific provisions for handling digital data, necessary when significant digital assets are involved
8. Marking Requirements: Specific requirements for marking confidential information, useful for sophisticated parties with formal information handling processes
1. Schedule A - Description of Permitted Purpose: Detailed description of the specific purpose for which confidential information may be used
2. Schedule B - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule C - Security Protocols: Specific security measures and protocols for handling confidential information
4. Appendix 1 - Forms: Standard forms including confidentiality acknowledgments for representatives
5. Appendix 2 - Specific Categories of Confidential Information: Detailed listing of specific types or categories of confidential information covered
Authors
Manufacturing
Technology
Healthcare
Real Estate
Financial Services
Professional Services
Retail
Energy
Mining
Transportation
Agriculture
Entertainment
Education
Construction
Telecommunications
Legal
Corporate Development
Mergers & Acquisitions
Business Development
Compliance
Risk Management
Information Security
Executive Leadership
Finance
Operations
Corporate Secretariat
Investment
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Business Development Manager
Mergers & Acquisitions Director
Corporate Development Officer
Legal Counsel
Privacy Officer
Compliance Manager
Due Diligence Manager
Investment Manager
Corporate Secretary
Risk Manager
Information Security Officer
Operations Director
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