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Non Disclosure Agreement For Selling A Business
"I need a Non-Disclosure Agreement For Selling A Business for my Dubai-based technology company, with specific provisions for protecting source code and customer data, as we're planning to start discussions with potential European buyers in March 2025."
1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any authorized representatives
2. Background: Context of the business sale and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Business', 'Representatives', 'Permitted Purpose', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be shared with specified parties
7. Term and Survival: Duration of confidentiality obligations and which provisions survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information after discussions end
9. Remedies: Legal remedies available in case of breach, including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Non-Solicitation: Prevents solicitation of employees or customers, included when the business has valuable human capital or customer relationships
2. Intellectual Property Rights: Additional provisions protecting IP rights, used when the business has significant IP assets
3. Data Protection Compliance: Specific provisions for handling personal data, required if personal data is involved
4. Electronic Information Security: Special provisions for protecting electronic data, needed for digital-heavy businesses
5. Competing Business Restrictions: Prevents use of information for competing purposes, important for businesses in competitive markets
6. Public Announcements: Controls over public statements about the potential transaction, important for sensitive deals
7. Due Diligence Process: Specific procedures for conducting due diligence, useful for complex transactions
1. Schedule 1 - Specified Confidential Information: Detailed list of specific confidential information categories covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures required for handling different types of confidential information
4. Schedule 4 - Excluded Information: List of information specifically excluded from confidentiality obligations
5. Appendix A - Data Room Rules: Rules and procedures for accessing and using the data room, if applicable
6. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Business
Transaction
Permitted Purpose
Disclosing Party
Receiving Party
Representatives
Affiliate
Authorized Recipients
Business Day
Confidentiality Period
Effective Date
Group Companies
Intellectual Property Rights
Material Adverse Effect
Permitted Disclosures
Professional Advisers
Proprietary Information
Related Persons
Security Measures
Trade Secrets
UAE
Working Hours
Data Room
Due Diligence
Evaluation Material
Financial Information
Personnel
Proposed Transaction
Restricted Period
Return Date
Signing Date
Technical Information
Third Party
Customer Data
Business Assets
Commercial Information
Permitted Use
Information Protection
Return of Information
Non-Circumvention
Non-Solicitation
Term and Termination
Governing Law
Jurisdiction
Dispute Resolution
Remedies
Indemnification
Assignment
Third Party Rights
Severability
Force Majeure
Notices
Amendments
Entire Agreement
Counterparts
Data Protection
Electronic Communications
Permitted Disclosures
Survival
Public Announcements
No Partnership
Costs
Waiver
Competition Restrictions
Interpretation
Retail
Manufacturing
Technology
Professional Services
Healthcare
Real Estate
Hospitality
Financial Services
Construction
Energy
Transportation
Education
Media and Entertainment
Telecommunications
E-commerce
Legal
Finance
Executive Leadership
Mergers & Acquisitions
Corporate Development
Risk Management
Compliance
Business Development
Due Diligence
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Business Development Director
Corporate Lawyer
Investment Banker
Mergers & Acquisitions Director
Due Diligence Manager
Business Broker
Company Secretary
Financial Controller
Business Owner
Managing Director
Commercial Director
Legal Counsel
Risk Management Officer
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