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NDA For Business Sale
"I need an NDA for Business Sale to protect sensitive information while selling my manufacturing company, with specific provisions for protecting customer lists and manufacturing processes, and I need it to be especially strong on trade secrets protection."
1. Parties: Identification of the disclosing party (seller) and receiving party (potential buyer)
2. Background: Context of the potential business sale and purpose of the NDA
3. Definitions: Key terms including Confidential Information, Transaction, Representatives, etc.
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information can be shared
6. Term and Termination: Duration of the agreement and termination provisions
7. Return or Destruction of Information: Obligations regarding confidential materials post-termination
1. Non-Solicitation: Prevents poaching of employees/customers during and after the potential transaction
2. Standstill Provisions: Prevents hostile takeover attempts and specifies restrictions on share purchases
3. Securities Trading Restrictions: Prevents insider trading and specifies compliance with securities laws
4. Data Privacy Compliance: Specific obligations regarding handling and protection of personal data during due diligence
1. Schedule A - Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule B - Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
3. Schedule C - Security Protocols: Specific procedures and requirements for handling and protecting confidential information
4. Schedule D - Excluded Information: List of information specifically excluded from confidentiality obligations
Authors
Transaction
Business
Authorized Representatives
Disclosing Party
Receiving Party
Permitted Purpose
Affiliate
Due Diligence
Trade Secrets
Proprietary Information
Representatives
Evaluation Material
Discussions
Professional Advisors
Related Parties
Confidentiality Period
Permitted Recipients
Business Day
Material
Excluded Information
Security Protocols
Data Room
Intellectual Property Rights
Business Records
Non-Disclosure
Permitted Use
Return of Information
Destruction of Information
Term and Duration
Permitted Disclosures
Non-Solicitation
Non-Circumvention
Remedies
Indemnification
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Survival
Notice Requirements
Securities Trading Restrictions
Standstill Provisions
Data Protection
Third Party Rights
Force Majeure
Amendments
Waiver
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