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Non Disclosure Agreement For Sale Of Business

Non Disclosure Agreement For Sale Of Business Template for Singapore

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Key Requirements PROMPT example:

Non Disclosure Agreement For Sale Of Business

"I need a Non Disclosure Agreement For Sale Of Business under Singapore law to protect confidential information while selling my technology startup to a multinational corporation, with special emphasis on protecting our source code and customer data, and including strict non-compete provisions for the APAC region."

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Document background
The Non Disclosure Agreement For Sale Of Business is essential when contemplating the sale of a business in Singapore, where confidential information needs to be shared for due diligence purposes. It provides legal protection under Singapore law for sensitive business information, including financial records, trade secrets, customer lists, and operational procedures. This document is typically executed before detailed discussions or due diligence begin, and includes provisions for PDPA compliance, specific remedies under Singapore law, and clear obligations for handling confidential information both during and after the potential transaction.
Suggested Sections

1. Parties: Identification of disclosing and receiving parties, including full legal names and registered addresses

2. Background: Context of the proposed business sale and purpose of the NDA

3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared

6. Term and Survival: Duration of the agreement and obligations that continue after termination

7. Return of Confidential Information: Obligations regarding return or destruction of confidential materials

8. Remedies: Legal remedies available in case of breach

9. Governing Law: Specification of Singapore law and jurisdiction

Optional Sections

1. Non-Solicitation: Prevents poaching of employees/customers during business sale discussions

2. Non-Competition: Restricts competitive activities during and after business sale discussions

3. Data Protection: PDPA compliance provisions for handling personal data

4. Intellectual Property Rights: Specific IP protection provisions for business assets

5. Dispute Resolution: Alternative dispute resolution procedures including arbitration/mediation options

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed list of what constitutes confidential information for the business sale

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information during due diligence

3. Schedule 3 - Security Protocols: Specific procedures for handling confidential information during the business sale process

4. Schedule 4 - Excluded Information: Information specifically excluded from confidentiality obligations in the context of the business sale

Authors

Alex Denne

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

alex.den.21@genieai.co
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Industries

Singapore Contract Law: Common Law principles and Contract Act (Cap. 53) governing basic contract validity requirements including offer, acceptance, consideration, and intention to create legal relations

Multi-Party NDA Act 2012: Legislation governing confidentiality agreements and trade secrets protection in Singapore, including common law principles of confidentiality and relevant sections of the Evidence Act

Companies Act (Cap. 50): Primary legislation governing company operations and business sales in Singapore, including requirements for corporate transactions

Sale of Goods Act (Cap. 393): Legislation governing the sale of goods and business assets in Singapore

Competition Act (Cap. 50B): Legislation governing competition law and restrictions in business transactions

Personal Data Protection Act 2012: Legislation governing the collection, use, disclosure, and protection of personal data in Singapore

Intellectual Property Laws: Bundle of laws including Copyright Act (Cap. 63), Trade Marks Act (Cap. 332), and Patents Act (Cap. 221) protecting intellectual property rights

Specific Relief Act (Cap. 321): Legislation governing remedies and enforcement of contractual obligations, including injunctive relief

Civil Law Act (Cap. 43): Legislation governing civil matters including contract enforcement and damages

International Arbitration Act: Legislation governing international arbitration proceedings and enforcement of foreign arbitral awards in Singapore

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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