Business Purchase Confidentiality Agreement Template for Australia

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Key Requirements PROMPT example:

Business Purchase Confidentiality Agreement

"I need a Business Purchase Confidentiality Agreement for the potential acquisition of an Australian technology startup, with strong protection for source code and technical intellectual property, and specific provisions for our technical team to access their development environment during due diligence in March 2025."

Document background
The Business Purchase Confidentiality Agreement is a crucial document used in Australian business acquisitions to protect sensitive information shared during the due diligence process. This agreement becomes necessary when a potential purchaser needs to access confidential business information to evaluate a possible acquisition. It establishes clear obligations and restrictions regarding the use and disclosure of confidential information, complying with Australian privacy laws and business regulations. The document typically precedes any detailed negotiations or due diligence activities and serves as a prerequisite for accessing sensitive business data, financial records, and operational information. It includes specific provisions for handling commercially sensitive information, intellectual property, and customer data, while establishing clear remedies under Australian law for any breaches of confidentiality.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and registered addresses of both the disclosing and receiving parties

2. Background: Context of the proposed business purchase transaction and purpose of the confidentiality agreement

3. Definitions: Clear definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Business'

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Permitted Use and Disclosure: Specific circumstances under which confidential information may be used or disclosed

6. Security Measures: Required measures for protecting and securing confidential information

7. Return or Destruction of Information: Obligations regarding the handling of confidential information after the completion or termination of negotiations

8. Duration of Obligations: Time period for which confidentiality obligations remain in force

9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

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

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or clients, included when there's specific concern about talent or customer poaching

2. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers, used in exclusive deal negotiations

3. Public Announcements: Requirements for making any public statements about the potential transaction, particularly relevant for listed companies

4. Insider Trading Provisions: Specific provisions regarding the use of information for trading in securities, necessary when either party is publicly listed

5. Data Protection Compliance: Specific provisions for compliance with privacy laws, required when personal data is involved

6. Representative Obligations: Detailed obligations for representatives who will have access to confidential information, useful for complex transactions

7. Stand-still Provisions: Restrictions on acquiring shares or assets outside the proposed transaction, relevant for corporate transactions

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential under the agreement

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information

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

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking to be signed by representatives

5. Appendix B - Data Room Rules: Rules and procedures for accessing and using any virtual or physical data room

Authors

Alex Denne

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

Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Financial Services

Real Estate

Mining and Resources

Agriculture

Hospitality

Transportation and Logistics

Construction

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Strategy

Operations

Business Development

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Business Development Manager

Merger & Acquisition Specialist

Due Diligence Manager

Investment Banker

Company Secretary

Risk Manager

Compliance Officer

Strategy Director

Financial Controller

Operations Director

Industries
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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