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Non Disclosure Agreement Business Acquisition
1. Parties: Identification of the disclosing and receiving parties, including full legal names, company registration numbers, and addresses
2. Background: Context of the potential business acquisition and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Affiliate', and 'Transaction'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business acquisition
5. Permitted Use and Disclosure: Specified purposes for which confidential information may be used and conditions for disclosure to representatives
6. Obligations of Receiving Party: Core confidentiality obligations, security measures, and standard of care required
7. Exceptions to Confidentiality: Standard carve-outs for public information, legally required disclosures, and independently developed information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Duration and Termination: Term of the agreement and survival of obligations
10. Breach and Remedies: Consequences of breach, including injunctive relief and indemnification
11. General Provisions: Standard clauses including governing law, jurisdiction, assignment, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees or customers, recommended when the target business has valuable human capital or customer relationships
2. Standstill Provisions: Restrictions on acquiring target company shares, relevant for publicly traded companies
3. Anti-Trust/Competition Compliance: Special provisions for handling competitively sensitive information, necessary when parties are competitors
4. Data Protection Compliance: Specific GDPR compliance provisions when personal data will be shared
5. Deal Team Restrictions: Limitations on which personnel can access information, useful for large organizations
6. Clean Team Arrangements: Special handling procedures for commercially sensitive information, important when parties are competitors
7. Exclusivity Period: Provisions preventing the target from engaging with other potential buyers, optional based on negotiating position
1. Schedule 1 - Specified Representatives: List of authorized individuals who may access confidential information
2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures
3. Schedule 3 - Disclosure Letter: List of specific information being disclosed
4. Schedule 4 - Data Room Rules: Procedures and rules for accessing virtual or physical data rooms
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives to sign
6. Appendix B - Notification Contacts: Contact details for notices and authorized points of contact
Authors
Permitted Purpose
Transaction
Affiliate
Representatives
Disclosing Party
Receiving Party
Group
Target Business
Business Day
Permitted Recipients
Trade Secrets
Confidentiality Period
Disclosure Period
Personal Data
Proprietary Information
Evaluation Material
Due Diligence Information
Inside Information
Data Room
Clean Team
Privileged Information
Intellectual Property Rights
Working Papers
Negotiations
Professional Advisers
Related Persons
Security Requirements
Signing Date
Termination Date
Competent Authority
Compliance Requirements
Material Adverse Effect
Unauthorized Disclosure
Permitted Use
Permitted Disclosure
Information Security
Return or Destruction of Information
Data Protection
Non-Solicitation
Non-Circumvention
Standstill Provisions
Clean Team Arrangements
Term and Termination
Survival of Obligations
Remedies
Indemnification
Force Majeure
Assignment
Third Party Rights
Severability
Entire Agreement
Amendments
Notices
Costs
Governing Law
Jurisdiction
Dispute Resolution
Announcements and Publicity
Exclusivity
Competition Law Compliance
Representatives' Obligations
Duration
Exceptions to Confidentiality
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