Buyers Disclosure Agreement for the United Kingdom

Buyers Disclosure Agreement Template for England and Wales

A Buyer's Disclosure Agreement under English and Welsh law is a legally binding document that governs the disclosure of information from a seller to a potential buyer during a transaction process. It outlines the scope of information to be shared, the buyer's obligations regarding the use and protection of that information, and any warranties or representations made by either party. The agreement serves to protect both parties' interests while facilitating necessary due diligence.

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What is a Buyers Disclosure Agreement?

A Buyer's Disclosure Agreement is essential in commercial transactions where sensitive or confidential information needs to be shared with potential buyers. This agreement, governed by English and Welsh law, establishes the framework for information sharing during due diligence, protecting both the disclosing party's confidential information and the receiving party's interests. It typically includes details about the scope of disclosure, use restrictions, confidentiality obligations, and any specific requirements for handling sensitive information. The agreement is particularly crucial in mergers and acquisitions, asset purchases, and other significant commercial transactions.

What sections should be included in a Buyers Disclosure Agreement?

1. Parties: Identification and details of all parties involved in the disclosure agreement

2. Background: Context and purpose of the disclosure agreement, including the nature of the transaction

3. Definitions: Key terms and their meanings used throughout the agreement

4. Scope of Disclosure: Detailed specification of information to be disclosed and the manner of disclosure

5. Buyer's Obligations: Responsibilities and commitments of the buyer regarding the disclosed information

6. Warranties and Representations: Statements of fact and promises made by both parties regarding the disclosure

7. Governing Law: Specification that the agreement is governed by the laws of England and Wales

What sections are optional to include in a Buyers Disclosure Agreement?

1. Confidentiality Obligations: Provisions for maintaining confidentiality of sensitive information and trade secrets

2. Data Protection Provisions: Compliance requirements with UK GDPR and Data Protection Act 2018

3. Third Party Rights: Provisions regarding the rights of parties not directly involved in the agreement

What schedules should be included in a Buyers Disclosure Agreement?

1. Schedule of Disclosed Information: Comprehensive list of all information being disclosed under the agreement

2. Form of Acknowledgment: Standard template for buyer to acknowledge receipt and review of disclosed information

3. Due Diligence Checklist: Detailed checklist of items to be reviewed and verified by the buyer

4. Disclosure Bundle Index: Indexed list of all documents included in the disclosure package

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

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Industries

Consumer Rights Act 2015: Primary legislation governing consumer transactions, setting requirements for transparency and fairness in contracts, and establishing disclosure obligations for consumer protection.

Misrepresentation Act 1967: Legislation dealing with false or misleading statements in contracts, providing legal remedies for misrepresentation and establishing duties of disclosure.

Sale of Goods Act 1979: Fundamental legislation establishing basic rights and obligations in sales contracts, including quality standards, fitness for purpose, and matters of title and possession.

Data Protection Act 2018 and UK GDPR: Legal framework for handling personal data, including processing requirements and protection standards for any personal information involved in disclosures.

Common Law Duty of Good Faith: Legal principle requiring parties to act honestly and fairly in their contractual dealings.

Caveat Emptor Principle: Common law principle meaning 'buyer beware', placing responsibility on the buyer to perform due diligence.

Contract Formation Principles: Common law principles governing how valid contracts are formed, including offer, acceptance, consideration, and intention to create legal relations.

Principles of Confidentiality: Legal principles governing the protection and handling of confidential information shared during transactions.

Financial Services and Markets Act 2000: Legislation relevant when financial products are involved in the transaction, governing financial services and markets regulation.

Property Law Act 1925: Fundamental property legislation applicable when the disclosure agreement involves real estate or property matters.

Companies Act 2006: Corporate legislation relevant when the buyers or sellers are corporate entities, governing company law and corporate transactions.

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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