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This Business Sale Non Disclosure Agreement is essential for protecting confidential information during the preliminary stages of a business sale transaction in the Netherlands. It should be used when a company is considering selling its business and needs to share sensitive information with potential buyers for due diligence purposes. The document incorporates Dutch legal requirements and EU regulations, particularly regarding data protection and trade secrets. It covers various types of confidential information including financial data, trade secrets, customer information, employee details, and intellectual property. The agreement is typically signed before any substantial business information is shared and remains effective throughout the sale process and often beyond the completion or termination of negotiations.

1. Parties: Identification of the disclosing party (business seller), receiving party (potential buyer), and any authorized representatives

2. Background: Context of the potential business sale and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', 'Business Sale Transaction'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

6. Permitted Disclosures: Circumstances under which confidential information can be shared with advisors, employees, etc.

7. Data Protection and Security: Measures required to protect confidential information, including GDPR compliance

8. Term and Survival: Duration of confidentiality obligations and survival post-termination

9. Return or Destruction of Confidential Information: Requirements for handling confidential information after discussions end

10. Remedies: Legal remedies available in case of breach, including injunctive relief

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, etc.