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1. Non-Solicitation: Prevents solicitation of employees, customers, or suppliers. Include when the business has valuable human capital or customer relationships

2. Exclusivity Period: Prevents the seller from negotiating with other potential buyers. Include when buyer requires exclusive negotiation rights

3. Digital Data Protection: Specific provisions for protecting digital assets and information. Include when significant digital assets are involved

4. International Transfer of Data: Provisions for cross-border data transfer. Include when buyer is foreign or has international operations

5. Shareholder Approval: Requirements for shareholder approval. Include when seller is a public company or has multiple shareholders

6. Regulatory Compliance: Specific compliance requirements. Include when business is in regulated sector (e.g., banking, insurance)

7. Force Majeure: Provisions for unforeseen circumstances. Include when due diligence period is lengthy

1. Schedule 1 - Specific Confidential Information: Detailed list of categories of confidential information to be disclosed

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

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

4. Schedule 4 - Disclosure Timeline: Timeline and process for staged disclosure of confidential information

5. Appendix A - Data Room Rules: Rules and procedures for accessing and using the data room

6. Appendix B - Non-Disclosure Certificate: Form for authorized representatives to sign acknowledging confidentiality obligations