The Non-Disclosure Agreement For Sale Of Business is a critical legal document used in New Zealand when a business owner is considering selling their business and needs to share confidential information with potential buyers. This document is essential in the early stages of business sale negotiations, typically being the first formal agreement between parties. It enables the secure disclosure of sensitive business information such as financial statements, customer lists, trade secrets, and operational procedures, while ensuring legal protection under New Zealand law. The agreement is particularly important as it sets the framework for all subsequent discussions and due diligence processes, incorporating provisions from key New Zealand legislation including the Contract and Commercial Law Act 2017, Privacy Act 2020, and Fair Trading Act 1986.
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1. Parties: Identifies and defines the Disclosing Party (seller), Receiving Party (potential buyer), and their authorized representatives
2. Background: Sets out the context of the potential business sale and the need for confidentiality
3. Definitions: Defines key terms including Confidential Information, Purpose, Representatives, and other relevant terms
4. Scope of Confidential Information: Clearly outlines what constitutes confidential information in the context of the business sale
5. Permitted Use and Disclosure: Specifies how the Receiving Party may use the confidential information and to whom it may be disclosed
6. Obligations of Receiving Party: Details the specific duties and standards of care required in handling confidential information
7. Security Measures: Outlines the required security measures for protecting confidential information
8. Return or Destruction of Information: Procedures for handling confidential information after discussions end or upon request
9. Duration of Obligations: Specifies how long the confidentiality obligations remain in force
10. Breach and Remedies: Details the consequences of breach and available remedies
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Prevents the Receiving Party from soliciting employees or customers, typically included if direct competitors are involved
2. Exclusivity Period: Grants exclusive negotiation rights for a specified period, used when serious buyers require protection
3. Public Announcements: Controls how and when parties may make public statements about the potential transaction
4. Reverse Confidentiality: Protects the confidentiality of the Receiving Party's information, used in mutual disclosure situations
5. Competition Law Compliance: Special provisions when parties are competitors to ensure compliance with Commerce Act
6. Data Protection: Additional provisions for handling personal data under the Privacy Act 2020
7. Costs and Expenses: Allocates costs related to the confidentiality process, included for complex transactions
1. Schedule 1 - Specified Confidential Information: Detailed list of categories and types of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4 - Disclosure Record Form: Template for recording all instances of confidential information disclosure
5. Appendix A - Non-Disclosure Certificate: Form for representatives to acknowledge confidentiality obligations
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Technology
Professional Services
Healthcare
Hospitality
Construction
Real Estate
Financial Services
Education
Agriculture
Mining
Transportation
Media and Entertainment
Energy
Relevant Teams
Legal
Finance
Executive Leadership
Mergers & Acquisitions
Corporate Development
Risk and Compliance
Business Development
Operations
Strategy
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Managing Director
Business Owner
Chief Financial Officer
Corporate Lawyer
In-house Counsel
Business Development Manager
Mergers & Acquisitions Manager
Company Secretary
Risk Manager
Compliance Officer
Finance Director
Operations Director
Business Broker
Investment Banker
Due Diligence Manager
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