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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."
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
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
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
Manufacturing
Technology
Retail
Healthcare
Financial Services
Professional Services
Real Estate
Construction
Energy
Telecommunications
Automotive
Pharmaceuticals
Logistics
Media and Entertainment
Food and Beverage
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk & Compliance
Business Development
Strategy
Operations
Company Secretariat
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
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