This Non-Disclosure Agreement Business Acquisition template is specifically designed for use in Australian business transactions where parties are exploring potential business acquisition opportunities. It is typically used at the initial stages of acquisition discussions, before detailed due diligence begins, and serves to protect sensitive business information that needs to be shared for evaluation purposes. The document complies with Australian legal requirements, including relevant provisions of the Corporations Act 2001, Competition and Consumer Act 2010, and common law principles relating to confidential information. It is essential for both potential buyers and sellers in any business acquisition process, providing legal protection for commercially sensitive information, trade secrets, customer data, financial information, and other confidential business details that may be disclosed during preliminary discussions and due diligence.
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1. Parties: Identification of the disclosing party (typically the seller), receiving party (typically the potential buyer), and any guarantors or related entities
2. Background: Context of the proposed business acquisition and purpose of the NDA
3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, Business, and Transaction
4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and restricted use of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and advisors
6. Security and Control Measures: Required procedures for protecting and securing confidential information
7. Duration of Obligations: Time period for which confidentiality obligations remain in effect
8. Return or Destruction of Information: Requirements for handling confidential information if the transaction doesn't proceed
9. Non-Circumvention: Restrictions on using information to compete or circumvent the proposed transaction
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Non-Solicitation: Restrictions on soliciting employees or customers, used when the potential buyer could be a competitor
2. Standstill Provisions: Restrictions on acquiring company shares or assets outside the proposed transaction, relevant for public companies
3. Anti-Trust/Competition Compliance: Special provisions for compliance with competition laws, needed when parties are competitors
4. Privacy Compliance: Specific obligations regarding personal information, required when personal data will be shared
5. International Transfer Provisions: Additional requirements for cross-border information sharing, needed for international transactions
6. Public Announcements: Controls on public statements about the potential transaction, important for sensitive or public company transactions
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information to be disclosed
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for information handling
4. Schedule 4 - Excluded Information: Information specifically excluded from confidentiality obligations
5. Appendix A - Data Room Rules: Procedures and requirements for accessing virtual or physical data rooms
6. Appendix B - Return/Destruction Certificate: Form of certificate confirming return or destruction of confidential information
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