Business Purchase Confidentiality Agreement Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The Business Purchase Confidentiality Agreement serves as a critical preliminary document in business acquisition processes under New Zealand law. It is typically executed before detailed negotiations or due diligence commence, when a potential purchaser requires access to sensitive business information. The agreement protects confidential information including financial records, customer data, trade secrets, operational procedures, and employee information. It is essential for compliance with New Zealand's privacy and commercial laws, particularly the Privacy Act 2020 and Contract and Commercial Law Act 2017. The document typically precedes other transaction documents such as sale and purchase agreements, and remains relevant throughout the entire acquisition process, often surviving even if the transaction doesn't proceed.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Hospitality

Construction

Real Estate

Financial Services

Agriculture

Education

Transport and Logistics

Mining and Resources

Media and Communications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Business Development

Corporate Secretariat

Due Diligence

Investment Banking

Relevant Roles

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

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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