Business Sale Confidentiality Agreement Template for Ireland

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Key Requirements PROMPT example:

Business Sale Confidentiality Agreement

"I need a Business Sale Confidentiality Agreement under Irish law for my technology company's potential sale to a competitor, with strong data protection provisions and specific clauses about source code protection and customer data confidentiality."

Document background

The Business Sale Confidentiality Agreement is a crucial document used in the early stages of business sale transactions in Ireland. It is typically executed before detailed discussions or due diligence commence, when a potential buyer expresses interest in acquiring a business. The agreement ensures that all sensitive information shared during the sale process remains confidential and is used solely for evaluating the potential transaction. It encompasses provisions compliant with Irish law and EU regulations, including GDPR requirements where personal data is involved. The document is essential for protecting the selling company's interests, particularly regarding trade secrets, customer information, financial data, and other proprietary information that might be valuable to competitors. It also typically includes provisions for the return or destruction of confidential information if the transaction does not proceed.

Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including the disclosing party (typically the seller) and the receiving party (potential buyer)

2. Background: Context of the agreement, including the proposed business sale transaction and the need to exchange confidential information

3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and security measures

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors

7. Term and Survival: Duration of confidentiality obligations and provisions that survive termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information after discussions end

9. No Rights or Licenses: Clarification that no intellectual property rights are transferred

10. No Commitment: Statement that the agreement does not obligate parties to proceed with the transaction

11. Remedies: Available remedies in case of breach, including injunctive relief

12. Governing Law and Jurisdiction: Specification of Irish law as governing law and Irish courts' jurisdiction

Optional Sections

1. GDPR Compliance: Specific provisions for handling personal data under GDPR, required if personal data will be shared

2. Non-Solicitation: Restrictions on soliciting employees or customers, included when talent retention is a concern

3. Standstill Provisions: Restrictions on acquiring shares or assets without consent, relevant for public companies

4. Anti-Trust Compliance: Specific provisions for competition law compliance, needed for larger transactions

5. Public Announcements: Controls on public statements about the potential transaction, important for sensitive deals

6. Costs: Allocation of costs related to confidentiality measures, included for complex transactions

7. Assignment: Rights to assign the agreement, included when multiple entities may be involved

8. Third Party Rights: Whether third parties have rights under the agreement, relevant when group companies are involved

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information deemed confidential

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

3. Schedule 3 - Security Measures: Specific security protocols for handling confidential information

4. Schedule 4 - Excluded Information: Information specifically excluded from confidentiality obligations

5. Appendix A - Form of Confidentiality Undertaking: Template undertaking for representatives to sign

6. Appendix B - Data Processing Terms: GDPR-compliant data processing terms if personal data is involved

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

Clauses

Relevant Industries

Manufacturing

Technology

Financial Services

Healthcare

Retail

Professional Services

Real Estate

Energy

Transportation

Telecommunications

Hospitality

Construction

Agriculture

Mining

Entertainment

Education

Pharmaceuticals

Biotechnology

E-commerce

Infrastructure

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Executive Leadership

Information Security

Compliance

Risk Management

Corporate Secretariat

Business Development

Strategy

Human Resources

Operations

Data Protection

Information Technology

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Business Development Manager

Investment Banker

Corporate Lawyer

Due Diligence Manager

Information Security Officer

Data Protection Officer

Risk Manager

Compliance Officer

Company Secretary

Finance Director

Strategy Director

Operations Director

Human Resources Director

Commercial Director

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Let's create your Business Sale Confidentiality Agreement

Authors

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