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Confidentiality Agreement For Sale Of Business Template for England and Wales

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Key Requirements PROMPT example:

Confidentiality Agreement For Sale Of Business

"I need a Confidentiality Agreement For Sale Of Business to protect sensitive information while selling my manufacturing company, including specific provisions for protecting our patent portfolio and customer relationships, with obligations lasting until January 2025."

Document background
A Confidentiality Agreement For Sale Of Business is essential when a business owner is considering selling their enterprise and needs to share sensitive information with potential buyers. Under English and Welsh law, this agreement provides crucial protection during the due diligence process, allowing the seller to disclose commercial secrets, financial data, and operational details while maintaining legal control over how that information is used and shared. It's typically used before detailed negotiations begin and continues to protect confidential information even if the sale doesn't proceed.
Suggested Sections

1. Parties: Identifies the disclosing party (seller) and receiving party (potential buyer)

2. Background: Sets out context of the proposed transaction and purpose of sharing confidential information

3. Definitions: Defines key terms including 'Confidential Information', 'Purpose', 'Representatives'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared

6. Return or Destruction of Information: Obligations regarding handling of confidential information after termination

7. Duration: Period for which confidentiality obligations remain in force

8. Governing Law and Jurisdiction: Specifies applicable law and courts for dispute resolution

Optional Sections

1. Non-Solicitation: Prevents poaching of employees/customers. Include when protecting human capital is crucial

2. Non-Circumvention: Prevents direct dealing with business contacts. Include when protecting business relationships is important

3. Data Protection: Specific provisions for handling personal data. Include when personal data will be shared

4. Insider Trading: Provisions regarding use of price-sensitive information. Include when target is publicly traded

Suggested Schedules

1. Schedule 1 - Specified Representatives: List of individuals authorized to receive confidential information

2. Schedule 2 - Specific Information: Detailed list of confidential information to be disclosed

3. Schedule 3 - Security Measures: Required security protocols for handling confidential information

4. Appendix A - Form of Adherence Letter: Template for additional parties to agree to confidentiality terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















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Industries

Contract Law Fundamentals: Common Law principles of contract formation, Contracts (Rights of Third Parties) Act 1999, and Misrepresentation Act 1967 establishing the basic framework for the agreement's enforceability

Data Protection Framework: UK General Data Protection Regulation (UK GDPR), Data Protection Act 2018, and Privacy and Electronic Communications Regulations 2003 governing the handling of personal data

Trade Secrets Protection: Trade Secrets (Enforcement, etc.) Regulations 2018 and common law principles regarding protection of confidential information and trade secrets

Competition Law Compliance: Competition Act 1998 and Enterprise Act 2002 ensuring the agreement doesn't breach competition regulations during business sale

Employment Law Considerations: Employment Rights Act 1996 and TUPE Regulations 2006 protecting employee rights and information during business transfer

Intellectual Property Protection: Copyright, Designs and Patents Act 1988 and Trade Marks Act 1994 safeguarding intellectual property rights during information disclosure

Financial Services Compliance: Financial Services and Markets Act 2000 and Financial Services Act 2012 ensuring compliance in case of regulated financial services businesses

Company Law Framework: Companies Act 2006 governing corporate aspects of business sale and information disclosure

Confidentiality Scope: Key elements including definition of confidential information, permitted use, duration of obligations, and return/destruction procedures

Enforcement Mechanisms: Provisions for remedies in case of breach, exceptions to confidentiality obligations, and jurisdiction for dispute resolution

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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