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Non Disclosure Agreement For Sale Of Business Template for Germany

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Key Requirements PROMPT example:

Non Disclosure Agreement For Sale Of Business

"I need a Non-Disclosure Agreement For Sale Of Business under German law for the potential sale of my manufacturing company, with special emphasis on protecting trade secrets and including strict provisions about virtual data room access, as we expect to start due diligence by March 2025."

Document background
The Non Disclosure Agreement For Sale Of Business is essential when contemplating or initiating the sale of a business in Germany. It serves as a critical preliminary document in the M&A process, protecting sensitive business information, trade secrets, and proprietary data that must be shared during due diligence. This agreement, governed by German law, incorporates provisions from the German Civil Code (BGB), Trade Secrets Act (GeschGehG), and relevant EU regulations. It typically precedes more detailed transaction documents and helps establish trust between parties while providing legal remedies if confidentiality is breached. The document is particularly important given Germany's strict approach to data protection and business confidentiality.
Suggested Sections

1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any relevant affiliated entities

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

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

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 use, disclosure, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to advisors and regulators

7. Information Security Measures: Required measures for protecting and securing confidential information

8. Return or Destruction of Information: Obligations regarding the handling of confidential information after discussions end

9. Duration and Survival: Term of the agreement and survival of obligations

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

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

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, included when specific protection against poaching is required

2. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers, included when exclusive negotiations are agreed

3. Anti-Trust Compliance: Specific provisions regarding competition law compliance, included for larger transactions

4. Data Protection Compliance: Specific GDPR compliance provisions, included when personal data is involved

5. Stand-still Provisions: Restrictions on acquiring shares or assets, included for public companies or when specifically required

6. Press Announcements: Requirements for public communications, included for sensitive or public company transactions

7. Break Fee: Compensation if the receiving party breaches exclusivity, included in high-value transactions

Suggested Schedules

1. Schedule 1 - Specified Representatives: List of authorized representatives who may access confidential information

2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures

3. Schedule 3 - Excluded Information: List of specific information excluded from confidentiality obligations

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives to sign

5. Appendix B - Data Room Rules: Rules and procedures for accessing the virtual or physical data room

6. Appendix C - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

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

Relevant legal definitions





























Clauses






























Relevant Industries

Manufacturing

Technology

Retail

Healthcare

Financial Services

Professional Services

Real Estate

Construction

Energy

Telecommunications

Automotive

Pharmaceuticals

Logistics

Media and Entertainment

Food and Beverage

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Executive Leadership

Risk & Compliance

Business Development

Strategy

Operations

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Legal Counsel

Corporate Lawyer

M&A Director

Business Development Manager

Investment Manager

Due Diligence Manager

Finance Director

Corporate Secretary

Compliance Officer

Strategy Director

Operations Director

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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