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Non Disclosure Agreement For Sale Of Business
"I need a Non-Disclosure Agreement For Sale Of Business under Austrian law for the potential sale of my medium-sized manufacturing company, with basic confidentiality provisions and a 12-month duration starting from March 2025."
1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and their legal details
2. Background: Context of the potential business sale and purpose of the NDA
3. Definitions: Definitions of key terms including 'Confidential Information', 'Transaction', 'Representatives', and 'Permitted Purpose'
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 Use and Disclosure: Specified purposes for which the information can be used and persons to whom it can be disclosed
7. Security Measures: Required measures to protect confidential information
8. Duration and Survival: Term of the agreement and surviving obligations
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after termination or upon request
10. No Obligation to Proceed: Clarification that the NDA does not obligate parties to proceed with the business sale
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
12. General Provisions: Standard clauses including severability, amendments, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees or customers, recommended for businesses where human capital or customer relationships are crucial
2. Standstill Provisions: Restrictions on acquiring company shares or assets outside the proposed transaction, relevant for publicly traded companies
3. Data Protection Compliance: Specific GDPR compliance provisions, necessary when personal data is involved
4. Insider Trading Prevention: Required for publicly traded companies or regulated industries
5. Third Party Rights: Needed when confidential information includes third party data or when multiple parties are involved
6. Remedies and Injunctive Relief: Specific enforcement provisions, recommended for high-value transactions
7. Anti-Trust Compliance: Required when sharing commercially sensitive information between competitors
1. Schedule 1 - Scope of Confidential Information: Detailed list or categories of information considered confidential
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 protocols for handling confidential information
4. Schedule 4 - Disclosure Log: Template for tracking disclosures of confidential information
5. Schedule 5 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Authorized Representatives
Business Day
Company
Confidential Information
Data Protection Laws
Disclosing Party
Evaluation Material
Group
Information
Insider Information
Non-Public Information
Permitted Purpose
Personal Data
Process/Processing
Professional Advisors
Proposed Transaction
Receiving Party
Related Persons
Representatives
Residual Information
Securities Laws
Subsidiary
Target Business
Trade Secrets
Transaction Documents
Transaction Period
Unauthorized Disclosure
Working Papers
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Information Security
Return or Destruction of Information
Non-Circumvention
Non-Solicitation
Term and Termination
Survival
Data Protection
Intellectual Property
No License
No Obligation to Proceed
No Representations or Warranties
Remedies
Injunctive Relief
Notice Requirements
Assignment
Severability
Amendments
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Counterparts
Costs
Force Majeure
Announcements and Publicity
Manufacturing
Technology
Retail
Financial Services
Healthcare
Real Estate
Professional Services
Industrial
Consumer Goods
Energy
Telecommunications
Transportation and Logistics
Media and Entertainment
Construction
Hospitality
Legal
Corporate Development
Mergers & Acquisitions
Finance
Executive Leadership
Compliance
Risk Management
Business Development
Strategy
Corporate Secretary Office
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Development Director
Head of Mergers & Acquisitions
General Counsel
Legal Director
Business Development Manager
Investment Manager
Due Diligence Manager
Corporate Finance Director
Strategy Director
Company Secretary
Compliance Officer
Risk Manager
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