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Business Sale Non Disclosure Agreement
"I need a Business Sale Non Disclosure Agreement under Swiss law for a potential sale of my technology company to a German buyer, with specific provisions for protecting software IP and customer data, plus compliance with both Swiss and EU data protection regulations."
1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any guaranteed parties
2. Background: Context of the potential business sale and purpose of the NDA
3. Definitions: Definitions of key terms including Confidential Information, Representatives, Permitted Purpose, and Transaction
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 Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Security Measures: Required procedures and standards for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after termination or upon request
9. Duration of Obligations: Time period for which confidentiality obligations remain in effect
10. Non-Circumvention: Restrictions on using confidential information to circumvent the potential transaction
11. Remedies: Available legal remedies in case of breach, including injunctive relief
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Non-Solicitation: Restrictions on soliciting employees or customers, included when human capital or customer relationships are particularly valuable
2. Exclusivity: Commitment not to negotiate with other parties, included when seller wants to ensure dedicated focus from potential buyer
3. Data Protection Compliance: Specific provisions for compliance with FADP, included when personal data is involved
4. Competition Law Compliance: Specific provisions for handling competition-sensitive information, included for competitors or regulated industries
5. International Transfer Provisions: Additional provisions for cross-border transfers of confidential information, included for international transactions
6. Standstill Provisions: Restrictions on acquiring target company shares, included for publicly traded companies
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for handling confidential information
4. Schedule 4 - Excluded Information: Information specifically excluded from confidentiality obligations
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives and advisors
Authors
Manufacturing
Technology
Financial Services
Healthcare
Retail
Professional Services
Real Estate
Industrial
Consumer Goods
Energy
Telecommunications
Hospitality
Transportation
Media and Entertainment
Legal
Corporate Development
Mergers & Acquisitions
Finance
Executive Leadership
Information Security
Risk Management
Compliance
Business Development
Strategy
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Manager
Business Development Director
Investment Banker
Due Diligence Manager
Legal Counsel
Corporate Secretary
Finance Director
Strategy Director
Information Security Officer
Data Protection Officer
Risk Management Officer
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