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Business Purchase Confidentiality Agreement
"I need a Business Purchase Confidentiality Agreement for a potential purchase of a technology startup in Auckland, with special emphasis on protecting source code and customer data, and including provisions for remote due diligence as our potential buyer is based overseas."
1. Parties: Identification of all parties to the agreement, including the disclosing party (typically the seller) and receiving party (typically the potential purchaser)
2. Background: Context of the agreement, including the proposed business purchase transaction and the need to exchange confidential information
3. Definitions: Key terms used in the agreement, particularly the definition of 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Purpose of Disclosure: Clear statement of the permitted purpose for which confidential information may be used (i.e., evaluation of the potential business purchase)
5. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
7. Security Measures: Required procedures and safeguards for protecting confidential information
8. Return or Destruction: Obligations regarding the return or destruction of confidential information if the transaction doesn't proceed
9. Term and Survival: Duration of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers - include when protecting business relationships is crucial
2. Exclusivity Period: Period during which the seller won't negotiate with other potential buyers - include when buyer requires exclusive negotiation rights
3. Public Announcements: Restrictions on public statements about the potential transaction - include for sensitive or high-profile transactions
4. Insider Trading: Provisions preventing trading in securities based on confidential information - include when either party is publicly listed
5. Data Protection: Specific obligations regarding personal data protection - include when confidential information includes significant personal data
6. Costs: Allocation of costs related to confidentiality measures - include for complex transactions with significant compliance costs
7. Assignment: Rights to assign the agreement - include when buyer may want to assign rights to a related entity
1. Schedule 1 - Confidential Information: Detailed description or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures for handling confidential information
4. Appendix A - Deed of Confidentiality: Form of confidentiality undertaking for representatives to sign
5. Appendix B - Information Return Certificate: Form for certifying return or destruction of confidential information
Authors
Business
Permitted Purpose
Representatives
Affiliate
Agreement
Business Day
Commencement Date
Disclosing Party
Receiving Party
Proposed Transaction
Due Diligence
Authorized Recipients
Confidentiality Undertaking
Group
Information
Intellectual Property Rights
Notice
Party/Parties
Personal Information
Related Company
Security Measures
Subsidiary
Term
Third Party
Trade Secrets
Working Hours
Professional Advisers
Excluded Information
Material Breach
Permitted Use
Permitted Disclosure
Security Requirements
Return of Information
Destruction of Information
Non-Solicitation
Non-Circumvention
Term and Survival
Remedies
Indemnification
Exclusions
Insider Trading Prevention
Public Announcements
Privacy Compliance
Assignment
Representatives' Obligations
Notice Requirements
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Entire Agreement
Severability
Variation
Costs
Electronic Execution
Counterparts
Third Party Rights
Waiver
Manufacturing
Retail
Technology
Professional Services
Healthcare
Hospitality
Construction
Real Estate
Financial Services
Agriculture
Education
Transport and Logistics
Mining and Resources
Media and Communications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Business Development
Corporate Secretariat
Due Diligence
Investment Banking
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Lawyer
Business Development Manager
Mergers & Acquisitions Director
Due Diligence Manager
Investment Banker
Business Broker
Corporate Secretary
Risk Manager
Compliance Officer
Finance Director
Managing Director
Operations Manager
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