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Non Disclosure Agreement For Sale Of Business for the Netherlands

Non Disclosure Agreement For Sale Of Business Template for Netherlands

A comprehensive Non-Disclosure Agreement governed by Dutch law, specifically designed for business sale transactions. This document establishes the framework for protecting confidential information disclosed during the sale process, including business secrets, financial data, customer information, and operational details. It incorporates requirements from the Dutch Civil Code, Dutch Trade Secrets Act, and where applicable, GDPR compliance measures. The agreement includes specific provisions for due diligence processes, data room access, and the handling of sensitive business information, with mechanisms for enforcement under Dutch jurisdiction.

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What is a Non Disclosure Agreement For Sale Of Business?

The Non-Disclosure Agreement For Sale Of Business is a critical document used in the early stages of a business sale transaction in the Netherlands. It is typically executed before any detailed information about the business is shared with potential buyers, protecting the confidentiality of sensitive business information during the sale process. The agreement is governed by Dutch law and incorporates relevant provisions from the Dutch Civil Code (Burgerlijk Wetboek), Dutch Trade Secrets Act, and when applicable, GDPR requirements. It covers various types of confidential information including financial data, trade secrets, customer lists, employee information, and business strategies. This document is essential for maintaining confidentiality during due diligence processes and preliminary negotiations, while providing legal remedies under Dutch jurisdiction if breaches occur.

What sections should be included in a Non Disclosure Agreement For Sale Of Business?

1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and their legal details

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 Use and Disclosure: Specific purposes for which the confidential information may be used and conditions for sharing with representatives

7. Protection Measures: Security measures required to protect confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed

9. Duration of Obligations: Time period for which confidentiality obligations remain in force

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

11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution details

What sections are optional to include in a Non Disclosure Agreement For Sale Of Business?

1. Non-Solicitation: Restrictions on soliciting employees or customers, used when there's specific concern about poaching

2. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers, used when buyer requires exclusivity

3. Data Protection Compliance: Specific GDPR compliance provisions, used when personal data is included in confidential information

4. Anti-Trust Compliance: Provisions ensuring compliance with competition laws, used for larger transactions or competitors

5. Announcements and Publicity: Rules about public communications, used for high-profile transactions or listed companies

6. Representatives' Obligations: Detailed provisions about representatives' duties, used when extensive third-party involvement is expected

7. Surviving Obligations: Specific provisions about which obligations survive termination, used in complex transactions

What schedules should be included in a Non Disclosure Agreement For Sale Of Business?

1. Schedule 1 - Scope of Confidential Information: Detailed list or categories of information considered confidential

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted uses of confidential information

5. Appendix A - Data Processing Requirements: GDPR-specific requirements if personal data is involved

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions








































Clauses






























Relevant Industries

Manufacturing

Technology

Retail

Healthcare

Financial Services

Professional Services

Real Estate

Construction

Energy

Telecommunications

Transportation & Logistics

Hospitality

Agriculture

Media & Entertainment

Education

Pharmaceuticals

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Compliance

Information Security

Data Protection

Corporate Strategy

Business Development

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Development Manager

General Counsel

Legal Counsel

M&A Director

Business Development Director

Finance Director

Company Secretary

Compliance Officer

Due Diligence Manager

Information Security Officer

Data Protection Officer

Corporate Strategy Manager

Investment 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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