The Buyer Seller Confidentiality Agreement is essential when parties are exploring potential business transactions and need to share sensitive information. This agreement, governed by English and Welsh law, provides a framework for protecting proprietary information, trade secrets, customer data, and other confidential materials during due diligence processes. It establishes clear obligations for information handling, permitted uses, and consequences of breach, while ensuring compliance with UK data protection requirements and confidentiality laws.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Confidential Information: Definition and scope of confidential information
5. Obligations of Confidentiality: Core confidentiality obligations
6. Permitted Disclosures: Circumstances where disclosure is allowed
7. Term and Termination: Duration and termination provisions
8. Return of Confidential Information: Provisions for returning or destroying confidential information
9. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Data Protection: GDPR compliance provisions when personal data is involved
2. International Transfer: Cross-border data transfer provisions when parties are in different jurisdictions
3. Non-Solicitation: Restrictions on hiring other party's employees when protecting against staff poaching
4. Non-Competition: Restrictions on competitive activities when protecting business interests
1. Description of Purpose: Detailed description of the permitted purpose
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Requirements: Specific security measures required for information protection
4. Information Categories: Detailed categorization of confidential information types
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