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Business Broker NDA
"I need a Business Broker NDA for my M&A firm in California that specifically includes strong non-circumvention provisions and protection for our proprietary deal database, as we'll be working with multiple potential buyers starting January 2025."
1. Parties: Identification of the business broker and the recipient of confidential information
2. Background: Context of the business brokerage relationship and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Trade Secrets'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed
6. Term and Termination: Duration of the agreement and termination provisions
7. Return of Confidential Information: Obligations regarding the return or destruction of confidential materials
1. Non-Solicitation: Prevents solicitation of employees or customers - include when protecting against poaching of employees or clients
2. Non-Circumvention: Prevents direct contact with disclosed business opportunities - include when broker wants to protect their commission rights
3. Securities Laws Compliance: Provisions regarding insider trading and securities laws - include when dealing with publicly traded companies
4. Data Protection: Specific provisions for handling personal data - include when confidential information includes personal data
1. Description of Confidential Information: Detailed list of types of confidential information covered
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Protocols: Specific procedures for handling and protecting confidential information
Authors
Authorized Purpose
Business Broker
Confidential Information
Disclosing Party
Receiving Party
Representatives
Trade Secrets
Proprietary Information
Target Business
Transaction
Affiliate
Business Day
Due Diligence
Evaluation Material
Material Breach
Permitted Recipients
Professional Advisors
Term
Customer Information
Financial Information
Marketing Information
Business Plans
Intellectual Property Rights
Derivative Information
Use Restrictions
Non-Disclosure
Permitted Disclosures
Return of Information
Non-Circumvention
Non-Solicitation
Term and Termination
Remedies
Indemnification
Survival
Assignment
Notice Requirements
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment and Waiver
Force Majeure
Data Protection
Securities Law Compliance
Warranties and Representations
Dispute Resolution
Third Party Rights
Counterparts
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