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Non Disclosure Agreement For Sale Of Business
"I need a Non-Disclosure Agreement For Sale Of Business under Philippine law for the potential sale of my manufacturing company, with strong provisions for protecting customer data and manufacturing processes, and I want it to be valid until March 2025."
1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any guarantors
2. Background: Context of the potential business sale and purpose of the NDA
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Purpose', and 'Business'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Security Measures: Required measures to protect confidential information, including digital and physical security
8. Duration of Obligations: Period for which confidentiality obligations remain in effect
9. Return or Destruction of Information: Requirements for handling confidential information after negotiations end
10. No Commitment to Transaction: Clarification that the NDA does not obligate either party to proceed with the business sale
11. Remedies: Available remedies in case of breach, including injunctive relief
12. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Prevents solicitation of employees or customers, used when there's significant risk of talent or customer poaching
2. Exclusivity Period: Prevents seller from negotiating with other potential buyers, used when buyer requires exclusive negotiation rights
3. Public Announcements: Controls over public statements about negotiations, particularly important for sensitive or high-profile transactions
4. Data Privacy Compliance: Specific provisions addressing compliance with Philippines Data Privacy Act, used when personal data is involved
5. Anti-Trust Compliance: Specific provisions ensuring compliance with competition laws, used for larger transactions
6. Reverse Non-Disclosure: Mutual confidentiality obligations, used when both parties will share confidential information
1. Schedule 1 - Specified Confidential Information: Detailed list of specific documents, data, and information considered confidential
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 for handling confidential information
4. Schedule 4 - Excluded Information: List of information specifically excluded from confidentiality obligations
5. Schedule 5 - Data Room Rules: Rules and procedures for accessing and using virtual or physical data rooms, if applicable
Authors
Manufacturing
Retail
Technology
Financial Services
Healthcare
Real Estate
Food and Beverage
Professional Services
Hospitality
Transportation and Logistics
Energy
Telecommunications
Education
Construction
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Risk Management
Business Development
Strategy
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Development Manager
Corporate Lawyer
Investment Banker
Mergers & Acquisitions Director
Due Diligence Manager
Commercial Director
Business Owner
Company Secretary
Compliance Officer
Risk Manager
General Counsel
Private Equity Manager
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