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Confidentiality Agreement For Sale Of Business
"I need a Confidentiality Agreement For Sale Of Business for my Jakarta-based manufacturing company, which I'm planning to sell by March 2025; the agreement needs to specifically protect our proprietary manufacturing processes and customer relationships during the due diligence process."
1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the proposed business sale and purpose of the confidentiality agreement
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Purpose', 'Representatives', and 'Business'
4. Disclosure and Use of Confidential Information: Core obligations regarding the handling and use of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
6. Protection and Security Measures: Specific measures required to protect confidential information
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after termination or upon request
8. Duration of Obligations: Time period for which confidentiality obligations remain in force
9. Non-Solicitation: Restrictions on approaching employees, customers, or suppliers
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
12. General Provisions: Standard provisions including severability, amendments, and entire agreement
1. Exclusivity Period: Used when the potential buyer requires exclusive negotiation rights for a specified period
2. Foreign Investment Provisions: Required when the potential buyer is a foreign entity, addressing compliance with Indonesian foreign investment laws
3. Data Protection Compliance: Additional provisions when personal data forms part of the confidential information
4. Anti-Money Laundering Provisions: Required when dealing with regulated industries or high-value transactions
5. Electronic Information Handling: Specific provisions for electronic data handling under Law No. 11 of 2008
6. Competition Law Compliance: Required when parties are competitors or transaction size triggers competition law considerations
1. Schedule 1 - Defined Confidential Information: Detailed list of categories and types of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4 - Excluded Information: Information specifically excluded from confidentiality obligations
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertaking to be signed by representatives
6. Appendix B - Data Room Rules: If applicable, rules and procedures for accessing virtual or physical data rooms
Authors
Agreement
Authorized Purpose
Business
Business Day
Confidential Information
Data Room
Disclosed
Disclosing Party
Due Diligence
Effective Date
Group
Information
Intellectual Property Rights
Parent Company
Permitted Purpose
Personal Data
Professional Advisers
Project
Proposed Transaction
Recipients
Representatives
Restricted Period
Security Measures
Subsidiary
Target Business
Trade Secrets
Transaction Documents
Unauthorized Disclosure
Working Hours
Permitted Use
Permitted Disclosure
Information Protection
Return of Information
Restricted Activities
Non-Solicitation
Non-Circumvention
Duration and Survival
Intellectual Property
Data Protection
Trade Secrets
Security Measures
Electronic Information
Breach and Remedies
Indemnification
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Amendments
Counterparts
Third Party Rights
Costs
Waiver
Authority
Manufacturing
Technology
Retail
Financial Services
Healthcare
Real Estate
Mining
Agriculture
Transportation
Hospitality
Energy
Telecommunications
Professional Services
Construction
Education
Legal
Corporate Development
Mergers & Acquisitions
Finance
Executive Leadership
Risk Management
Compliance
Business Development
Corporate Secretariat
Investment
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Development Director
Mergers & Acquisitions Director
General Counsel
Legal Director
Business Development Manager
Investment Manager
Due Diligence Manager
Corporate Secretary
Risk Management Officer
Compliance Officer
Finance Director
Managing Director
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