Non Disclosure Agreement Business Acquisition for the United Kingdom

Non Disclosure Agreement Business Acquisition Template for England and Wales

A Non-Disclosure Agreement for Business Acquisition is a legally binding document governed by the laws of England and Wales, designed to protect confidential information shared during the due diligence and negotiation phases of a potential business acquisition. The agreement ensures that sensitive business information, including financial data, trade secrets, customer lists, and operational details, remains confidential and is used solely for the purpose of evaluating the potential acquisition.

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What is a Non Disclosure Agreement Business Acquisition?

A Non-Disclosure Agreement Business Acquisition is essential when parties are exploring potential business purchase opportunities and need to share sensitive commercial information. This document, governed by English and Welsh law, establishes confidentiality obligations during the due diligence process, protecting proprietary information, trade secrets, and commercially sensitive data. It typically precedes more detailed transaction documents and is a crucial first step in any business acquisition process, setting out clear parameters for information sharing and usage.

What sections should be included in a Non Disclosure Agreement Business Acquisition?

1. Parties: Identification of all parties entering into the NDA, including full legal names and registered addresses

2. Background/Recitals: Context of the potential business acquisition and purpose of the NDA

3. Definitions: Key terms used throughout the agreement, particularly 'Confidential Information', 'Purpose', and 'Representatives'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared

6. Return or Destruction of Information: Obligations regarding handling of confidential information after discussions end

7. Duration: Time period for which confidentiality obligations remain in force

8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

What sections are optional to include in a Non Disclosure Agreement Business Acquisition?

1. Non-Solicitation: Prevents poaching of employees or customers during and after the business acquisition process

2. Exclusivity: Prevents negotiating with other parties during a specified period for the business acquisition

3. Data Protection: Specific provisions for handling personal data in compliance with UK GDPR and Data Protection Act 2018

4. Insider Trading: Provisions regarding handling of price-sensitive information for listed companies

What schedules should be included in a Non Disclosure Agreement Business Acquisition?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information covered by the NDA

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific procedures for handling and protecting confidential information

4. Schedule 4 - Disclosure Letter: Pre-existing disclosures or exceptions to confidentiality obligations

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
Relevant legal definitions
Industries

Contract Law Foundation: Common Law principles of contract formation, Contracts (Rights of Third Parties) Act 1999, and Misrepresentation Act 1967 - fundamental for establishing the binding nature of the NDA

Data Protection Framework: UK General Data Protection Regulation (UK GDPR), Data Protection Act 2018, and Privacy and Electronic Communications Regulations 2003 - essential for handling personal and sensitive data

Trade Secrets Protection: Trade Secrets (Enforcement, etc.) Regulations 2018 and incorporated EU Trade Secrets Directive - specific protection for confidential business information

Competition Law Compliance: Competition Act 1998 and Enterprise Act 2002 - ensuring the NDA doesn't contain anti-competitive provisions during business acquisition

Intellectual Property Protection: Copyright, Designs and Patents Act 1988, Trade Marks Act 1994, Patents Act 1977 - protecting IP rights disclosed during acquisition discussions

Employment Law Considerations: Employment Rights Act 1996 and Equality Act 2010 - relevant when employee information is part of the confidential information

Financial Services Regulations: Financial Services and Markets Act 2000 and Financial Services Act 2012 - applicable if the acquisition involves regulated financial services

Corporate Law Framework: Companies Act 2006 - governing corporate aspects of business acquisition and information disclosure

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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