Business Sale Non Disclosure Agreement Template for Austria

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Key Requirements PROMPT example:

Business Sale Non Disclosure Agreement

"I need a Business Sale Non Disclosure Agreement under Austrian law for the potential sale of my manufacturing company, with special emphasis on protecting trade secrets and including non-solicitation provisions for key employees for a 24-month period."

Document background
This Business Sale Non Disclosure Agreement is a critical document used in the initial stages of business sale transactions in Austria. It serves as the foundational agreement between a selling company and potential buyer(s) before detailed due diligence begins. The document is essential when sensitive business information needs to be shared for evaluation purposes, including financial data, customer information, trade secrets, and operational details. Governed by Austrian law, it incorporates specific requirements from the Austrian Civil Code (ABGB), Commercial Code (UGB), and Data Protection Act (DSG), while ensuring compliance with EU regulations. The agreement typically precedes any formal purchase agreement and is often a prerequisite for accessing the virtual data room or receiving detailed business information.
Suggested Sections

1. Parties: Identification of the disclosing party (typically the seller) and receiving party (typically the potential buyer), including full legal names, registration numbers, and addresses

2. Background: Context of the potential business sale and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Business', and 'Transaction'

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 use, 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 procedures and safeguards for protecting confidential information

8. Return or Destruction of Information: Obligations regarding the handling of confidential information if the transaction does not proceed

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

10. Breach and Remedies: Consequences of breach and available legal remedies including injunctive relief

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Non-Solicitation: Prevents approaching employees, customers, or suppliers; included when there's specific concern about potential poaching

2. Exclusivity Period: Prevents the seller from negotiating with other potential buyers for a specified period; included when buyer requires exclusivity

3. Data Protection Compliance: Specific GDPR and DSG compliance provisions; included when personal data is part of the confidential information

4. Press Announcements: Controls over public statements about the potential transaction; included for sensitive or high-profile deals

5. Non-Circumvention: Prevents direct approach to customers, suppliers, or partners; included when these relationships are particularly valuable

6. Costs: Allocation of costs related to the NDA and due diligence; included when significant costs are anticipated

7. Assignment: Rights to transfer the agreement; included when buyer might need to involve other group companies

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list of specific categories or items of confidential information to be disclosed

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Specific security measures and procedures required for handling confidential information

4. Schedule 4 - Excluded Information: List of information specifically excluded from confidentiality obligations

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives and advisors to sign

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
Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Financial Services

Real Estate

Hospitality

Construction

Energy

Telecommunications

Transportation and Logistics

Media and Entertainment

Agricultural

Pharmaceutical

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Business Development

Strategy

Commercial

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Manager

Business Development Director

Investment Director

Due Diligence Manager

Corporate Strategy Manager

Legal Counsel

Finance Director

Commercial Director

Risk Manager

Compliance Officer

Company Secretary

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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