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Buyers Disclosure Agreement Template for England and Wales

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Key Requirements PROMPT example:

Buyers Disclosure Agreement

"I need a Buyer's Disclosure Agreement for a technology company acquisition in London, where we need strong data protection provisions and specific clauses about protecting source code that will be disclosed during due diligence, with completion expected by March 2025."

Document background
A Buyer's Disclosure Agreement is essential in commercial transactions where sensitive or confidential information needs to be shared with potential buyers. This agreement, governed by English and Welsh law, establishes the framework for information sharing during due diligence, protecting both the disclosing party's confidential information and the receiving party's interests. It typically includes details about the scope of disclosure, use restrictions, confidentiality obligations, and any specific requirements for handling sensitive information. The agreement is particularly crucial in mergers and acquisitions, asset purchases, and other significant commercial transactions.
Suggested Sections

1. Parties: Identification and details of all parties involved in the disclosure agreement

2. Background: Context and purpose of the disclosure agreement, including the nature of the transaction

3. Definitions: Key terms and their meanings used throughout the agreement

4. Scope of Disclosure: Detailed specification of information to be disclosed and the manner of disclosure

5. Buyer's Obligations: Responsibilities and commitments of the buyer regarding the disclosed information

6. Warranties and Representations: Statements of fact and promises made by both parties regarding the disclosure

7. Governing Law: Specification that the agreement is governed by the laws of England and Wales

Optional Sections

1. Confidentiality Obligations: Provisions for maintaining confidentiality of sensitive information and trade secrets

2. Data Protection Provisions: Compliance requirements with UK GDPR and Data Protection Act 2018

3. Third Party Rights: Provisions regarding the rights of parties not directly involved in the agreement

Suggested Schedules

1. Schedule of Disclosed Information: Comprehensive list of all information being disclosed under the agreement

2. Form of Acknowledgment: Standard template for buyer to acknowledge receipt and review of disclosed information

3. Due Diligence Checklist: Detailed checklist of items to be reviewed and verified by the buyer

4. Disclosure Bundle Index: Indexed list of all documents included in the disclosure package

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






















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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Consumer Rights Act 2015: Primary legislation governing consumer transactions, setting requirements for transparency and fairness in contracts, and establishing disclosure obligations for consumer protection.

Misrepresentation Act 1967: Legislation dealing with false or misleading statements in contracts, providing legal remedies for misrepresentation and establishing duties of disclosure.

Sale of Goods Act 1979: Fundamental legislation establishing basic rights and obligations in sales contracts, including quality standards, fitness for purpose, and matters of title and possession.

Data Protection Act 2018 and UK GDPR: Legal framework for handling personal data, including processing requirements and protection standards for any personal information involved in disclosures.

Common Law Duty of Good Faith: Legal principle requiring parties to act honestly and fairly in their contractual dealings.

Caveat Emptor Principle: Common law principle meaning 'buyer beware', placing responsibility on the buyer to perform due diligence.

Contract Formation Principles: Common law principles governing how valid contracts are formed, including offer, acceptance, consideration, and intention to create legal relations.

Principles of Confidentiality: Legal principles governing the protection and handling of confidential information shared during transactions.

Financial Services and Markets Act 2000: Legislation relevant when financial products are involved in the transaction, governing financial services and markets regulation.

Property Law Act 1925: Fundamental property legislation applicable when the disclosure agreement involves real estate or property matters.

Companies Act 2006: Corporate legislation relevant when the buyers or sellers are corporate entities, governing company law and corporate transactions.

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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