Acquisition Confidentiality Agreement Template for Austria

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Key Requirements PROMPT example:

Acquisition Confidentiality Agreement

"I need an Acquisition Confidentiality Agreement under Austrian law for a potential acquisition of a medical device manufacturer, with specific provisions for clean team arrangements and enhanced data protection requirements to be completed by March 2025."

Document background
The Acquisition Confidentiality Agreement is a crucial document used in the initial stages of any potential merger or acquisition transaction under Austrian law. It is typically executed before detailed due diligence begins and any sensitive business information is shared between parties. The agreement serves to protect confidential information, trade secrets, and proprietary data that may be disclosed during the evaluation of a potential transaction. It incorporates specific provisions required under Austrian legislation, including the Geschäftsgeheimnisgesetz and relevant EU regulations, while also addressing practical business needs such as data room access, permitted disclosures to advisors, and requirements for information handling. This document is particularly important in Austria's business environment, where many international transactions occur and strict confidentiality and data protection standards apply.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including corporate details

2. Background: Context of the potential acquisition and purpose of the agreement

3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the M&A context

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

7. Information Security Measures: Required procedures for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding handling of information if transaction doesn't proceed

9. Duration of Obligations: Time period for which confidentiality obligations remain in effect

10. Non-Solicitation: Restrictions on soliciting employees or customers

11. Governing Law and Jurisdiction: Specification of Austrian law and jurisdiction

12. General Provisions: Standard boilerplate clauses including severability, amendments, etc.

Optional Sections

1. Standstill Provisions: Used when target is publicly traded to prevent unauthorized stock purchases

2. Exclusivity Period: Include when parties agree to negotiate exclusively for a defined period

3. Data Protection Compliance: Detailed GDPR compliance section when significant personal data is involved

4. Anti-trust Compliance: Required for deals with potential competition law implications

5. Securities Laws Compliance: Include when either party is publicly traded

6. Deal Team Restrictions: Used for limiting access to specific named individuals or teams

7. Clean Team Arrangements: Required for deals involving competitors to manage competitively sensitive information

Suggested Schedules

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

2. Schedule 2 - Security Protocols: Specific security measures required for handling confidential information

3. Schedule 3 - Data Room Rules: Rules and procedures for accessing virtual or physical data rooms

4. Appendix A - Form of Confidentiality Undertaking: Template undertaking for representatives to sign

5. Appendix B - Destruction Certificate: Form for certifying destruction of confidential information

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Consumer Goods

Industrial

Mining

Agriculture

Transportation

Media & Entertainment

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Executive Leadership

Strategy

Compliance

Risk Management

Business Development

Investment Banking

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Investment Director

Legal Counsel

Due Diligence Manager

Integration Manager

Business Development Director

Chief Strategy Officer

Investment Banker

Transaction Advisory Partner

Private Equity Partner

Compliance Officer

Industries
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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