Non Disclosure Agreement For Business Sale Generator for Germany

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Key Requirements PROMPT example:

Non Disclosure Agreement For Business Sale

"I need a Non-Disclosure Agreement For Business Sale under German law for a potential sale of my mid-sized software company to a multinational tech corporation, with specific provisions for protecting our source code and customer data, to be effective from March 2025."

Document background

The Non-Disclosure Agreement For Business Sale is a critical document used in the initial stages of business sale transactions in Germany. It establishes the framework for confidential information exchange during the sale process, incorporating specific requirements under German law, particularly the GeschGehG (Trade Secrets Act) and GDPR. This document is essential before sharing sensitive business information with potential buyers, protecting the seller's business interests while facilitating necessary due diligence. It covers various types of confidential information including financial records, customer data, trade secrets, employee information, and proprietary business processes. The agreement is structured to comply with German legal requirements while maintaining practical usability in international business contexts where German law is chosen.

Suggested Sections

1. Parties: Identification of the disclosing party (typically the seller) and receiving party (potential buyer), including full legal names and addresses

2. Background: Context of the potential business sale and purpose of the NDA, including reference to the contemplated transaction

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', 'Business', and 'Transaction'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale, including business, financial, technical, and customer information

5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information, including specific requirements under German trade secret law

6. Permitted Disclosures: Circumstances under which confidential information may be shared, including with advisors and requirements for binding them to confidentiality

7. Data Protection: GDPR compliance provisions regarding personal data that may be disclosed during the business sale process

8. Security Measures: Required technical and organizational measures for protecting confidential information as per German law

9. Return or Destruction of Confidential Information: Obligations regarding confidential information upon termination or request

10. Duration and Termination: Term of the agreement and survival of obligations

11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, optional but common in business sale contexts

2. Exclusivity Period: Optional provision preventing the seller from engaging with other potential buyers for a specified period

3. Break Fee: Optional provision specifying fees payable if either party terminates negotiations after a certain stage

4. Non-Circumvention: Optional provision preventing direct contact with customers, suppliers, or employees without consent

5. Public Announcements: Optional provisions regarding public communications about the potential transaction

6. Insider Trading: Required if either party is publicly traded, addressing securities law compliance

7. Assignment Rights: Optional provision allowing assignment to affiliates or related entities

8. Severability (salvatorische Klausel): While common in German contracts, this can be optional as it reflects general principles of German law

Suggested Schedules

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

2. Schedule 2 - Security Protocols: Detailed technical and organizational measures for protecting confidential information

3. Schedule 3 - Disclosure Letter: Template for documenting specific disclosures made under the agreement

4. Appendix A - Data Processing Terms: Detailed GDPR-compliant data processing terms if personal data is involved

5. Appendix B - Information Transfer Protocols: Procedures for secure transfer and handling of confidential information

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

alex.den.21@genieai.co

Relevant legal definitions

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Manufacturing

Technology

Financial Services

Healthcare

Retail

Professional Services

Real Estate

Industrial

Energy

Transportation

Consumer Goods

Telecommunications

Media

Software

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Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Management

Compliance

Risk Management

Business Development

Strategy

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Business Development Manager

Legal Counsel

Compliance Officer

Finance Director

Managing Director

Investment Manager

Due Diligence Manager

Corporate Secretary

Risk Manager

Strategy Director

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Authors

Alex Denne

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