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Confidentiality Agreement For Sale Of Business
"I need a Confidentiality Agreement For Sale Of Business for a potential sale of my technology company in Cape Town, South Africa, with special emphasis on protecting our software source code and customer database, and I need it to be effective from March 1, 2025."
1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and their legal representatives
2. Background: Context of the proposed business sale and purpose of the confidentiality agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Business'
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the extent of protection
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
6. Protection Measures: Security measures required to protect confidential information
7. Duration of Obligations: Time period for which confidentiality obligations remain in force
8. Return or Destruction of Information: Requirements for handling confidential information after negotiations end
9. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers
10. Breach and Remedies: Consequences of breaching the agreement and available remedies
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Electronic Information Security: Specific provisions for protecting digital information, recommended when significant electronic data is involved
2. Third Party Information: Additional provisions for handling information owned by third parties, needed when third party data is involved
3. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, essential when parties are competitors
4. POPIA Compliance: Detailed provisions for personal information protection, required when personal data is involved
5. Site Visits: Protocols for on-site due diligence visits, needed when physical access to premises is required
6. Exclusive Negotiations: Provisions for exclusive negotiation periods, optional when seller wants to restrict buyer from negotiating with others
7. Costs: Allocation of costs related to confidentiality measures, optional when significant costs are anticipated
1. Schedule 1: Confidential Information: Detailed list of categories and types of confidential information covered
2. Schedule 2: Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3: Security Protocols: Specific security measures and protocols to be followed
4. Schedule 4: Excluded Information: Information specifically excluded from confidentiality obligations
5. Appendix A: Non-Disclosure Certificate: Template for representatives to acknowledge confidentiality obligations
6. Appendix B: Information Return/Destruction Certificate: Template for certifying return or destruction of confidential information
Authors
Business
Permitted Purpose
Representatives
Authorized Recipients
Group Companies
Affiliates
Transaction
Disclosing Party
Receiving Party
Personal Information
Trade Secrets
Intellectual Property
Due Diligence
Material
Effective Date
Confidentiality Period
Professional Advisors
Excluded Information
Security Measures
Data Subject
Breach
Business Day
Commercially Sensitive Information
Proprietary Information
Related Persons
Subsidiary
Holding Company
Sale Transaction
Permitted Disclosures
Evaluation Material
Professional Relationship
Negotiations
Digital Information
Competition Sensitive Information
Interpretation
Confidentiality Obligations
Permitted Use
Permitted Disclosures
Information Protection
Data Privacy
Duration
Return of Information
Destruction of Information
Non-Solicitation
Non-Circumvention
Competition Law Compliance
Electronic Communications
Security Measures
Breach
Remedies
Indemnification
Warranties
Assignment
Severability
Entire Agreement
Amendment
Notices
Costs
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Survival
Third Party Rights
Relationship of Parties
Signature
Manufacturing
Retail
Technology
Financial Services
Professional Services
Healthcare
Real Estate
Mining
Agriculture
Construction
Hospitality
Transportation and Logistics
Energy and Utilities
Telecommunications
Education
Legal
Finance
Executive Leadership
Mergers & Acquisitions
Risk and Compliance
Information Security
Corporate Development
Human Resources
Operations
Business Development
Due Diligence
Chief Executive Officer
Managing Director
Business Owner
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Mergers & Acquisitions Director
Due Diligence Manager
Investment Banker
Company Secretary
Risk Manager
Compliance Officer
Information Security Officer
Operations Director
Human Resources Director
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