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Non Disclosure Agreement Business Acquisition Generator for the USA

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Key Requirements PROMPT example:

Non Disclosure Agreement Business Acquisition

"I need a Non Disclosure Agreement Business Acquisition to protect confidential information during our planned acquisition of a mid-size software company, with particular emphasis on protecting source code and customer data, and including clean room procedures for our technical due diligence team."

Document background

The Non-Disclosure Agreement Business Acquisition is essential in M&A transactions where sensitive business information needs to be shared for due diligence purposes. This document, governed by U.S. law, establishes the framework for sharing confidential information while protecting the disclosing party's interests. It's typically used early in the acquisition process, before detailed negotiations begin, and covers aspects such as financial data, customer information, trade secrets, and operational details. The agreement ensures compliance with federal regulations including the Defend Trade Secrets Act and state-specific trade secret laws.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including legal entities and addresses

2. Background: Context of the potential business acquisition and purpose of the NDA

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Representatives', and 'Transaction'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information and exclusions

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

6. Permitted Disclosures: Circumstances under which confidential information can be shared and with whom

7. Term and Termination: Duration of the agreement and confidentiality obligations

8. Return or Destruction of Information: Procedures for handling confidential information after termination

9. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Parties: Identification of the disclosing and receiving parties, including legal entities and addresses

2. Background: Context of the potential business acquisition and purpose of the NDA

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Representatives', and 'Transaction'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information and exclusions

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

6. Permitted Disclosures: Circumstances under which confidential information can be shared and with whom

7. Term and Termination: Duration of the agreement and confidentiality obligations

8. Return or Destruction of Information: Procedures for handling confidential information after termination

9. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

Suggested Schedules

1. Schedule A - Authorized Representatives List: List of individuals authorized to receive and handle confidential information

2. Schedule B - Information Security Requirements: Specific technical and organizational measures required for information protection

3. Schedule C - Excluded Information: Specific list of information explicitly excluded from confidentiality obligations

4. Schedule D - Data Room Rules: Procedures and rules for accessing and using virtual or physical data rooms

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

alex.den.21@genieai.co

Relevant legal definitions

Agreement

Business Day
Confidential Information
Disclosing Party
Effective Date

Affiliate

Proprietary Information

Intellectual Property Rights

Term

Clauses

Relevant Industries

Technology
Manufacturing
Financial Services
Healthcare
Retail

Relevant Teams

Legal Department
Corporate Development
Finance
Executive Management
Compliance

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Business Development Manager

Industries

Defend Trade Secrets Act (DTSA): Federal law from 2016 that provides uniform federal protection for trade secrets and allows companies to file civil lawsuits in federal court for trade secret misappropriation

Securities Exchange Act: 1934 federal law governing the trading of securities and establishing the SEC, particularly relevant for handling material non-public information during business acquisitions

Hart-Scott-Rodino Act: Federal antitrust legislation requiring companies to file pre-merger notifications for certain acquisitions, affecting how information can be shared during due diligence

Uniform Trade Secrets Act (UTSA): State-level legislation adopted by most states providing uniform rules for trade secret protection and enforcement at the state level

State Contract Laws: Various state-specific laws governing contract formation, enforcement, and interpretation that affect NDA validity and enforcement

SEC Disclosure Requirements: Federal regulations specifying when and how material information must be disclosed to the public, affecting confidentiality obligations

Insider Trading Regulations: Federal and state regulations prohibiting trading based on material non-public information obtained during business acquisition discussions

Industry Privacy Laws: Sector-specific privacy regulations that may affect how certain types of confidential information must be handled and protected

Scope of Confidential Information: Legal requirements for clearly defining protected information, including necessary exclusions and treatment of derived information

Duration Provisions: Legal considerations regarding time limits on confidentiality obligations and survival provisions post-agreement termination

Permitted Disclosure Rules: Legal framework for who can receive confidential information and under what circumstances, including required disclosures under law

Information Disposition Requirements: Legal requirements for returning or destroying confidential information, including electronic data handling and documentation

Remedy Provisions: Legal framework for enforcement mechanisms, including injunctive relief and damage calculations

Due Diligence Regulations: Legal requirements governing information access, use restrictions, and clean room procedures during business acquisition evaluations

Non-Compete Considerations: Legal framework for restrictions on using confidential information for competitive purposes and employee/customer solicitation limitations

M&A Specific Provisions: Legal requirements specific to mergers and acquisitions, including treatment of transaction negotiations and public announcement provisions

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Templates

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