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Confidentiality Agreement For Sale Of Business
I need a Confidentiality Agreement For Sale Of Business under Irish law for a potential sale of my software company to a US-based buyer, with specific provisions for protecting our source code and customer data, and ensuring GDPR compliance for our European operations.
1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any guarantors or related parties
2. Background: Context of the proposed business sale and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Business', and 'Transaction'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
7. Information Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed
9. Duration and Survival: Term of the agreement and provisions that survive termination
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers - include when seller wants additional protection
2. Standstill Provisions: Restrictions on acquiring target company shares - include for public companies or when seller requires protection from hostile takeover
3. Data Protection Compliance: Specific GDPR compliance provisions - include when personal data is part of the confidential information
4. Anti-Trust Compliance: Provisions ensuring compliance with competition laws - include for larger transactions or regulated industries
5. Exclusivity Period: Period during which seller won't negotiate with other parties - include when buyer requires exclusivity
6. Cost Allocation: Provisions regarding who bears costs of compliance - include when significant compliance costs are expected
1. Schedule 1 - Authorised Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures
3. Schedule 3 - Excluded Information: Information specifically excluded from confidentiality obligations
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room if applicable
Authors
Business
Transaction
Permitted Purpose
Representatives
Group
Affiliate
Associated Company
Personal Data
Trade Secrets
Disclosing Party
Receiving Party
Data Room
Authorised Recipients
Professional Advisers
Confidentiality Undertaking
Excluded Information
Security Requirements
Transaction Documents
Due Diligence Materials
Evaluation Material
Intellectual Property Rights
Material Adverse Effect
Permitted Disclosures
Related Persons
Relevant Transfer
Target Business
Working Day
Completion
Compliance Requirements
Competition Laws
Data Protection Laws
Inside Information
Project Name
Restricted Period
Survival Period
Permitted Disclosures
Information Security
Return or Destruction of Information
Non-Circumvention
Non-Solicitation
Standstill Provisions
Data Protection
Competition Law Compliance
Term and Survival
Remedies and Injunctive Relief
Assignment
Third Party Rights
Variation
Severability
Entire Agreement
Notices
Costs
Counterparts
Governing Law
Jurisdiction
No Representations or Warranties
No Partnership or Agency
Announcements and Publicity
Force Majeure
Further Assurance
Waiver
Technology
Manufacturing
Retail
Financial Services
Healthcare
Professional Services
Real Estate
Construction
Hospitality
Energy
Telecommunications
Transport & Logistics
Agriculture
Media & Entertainment
Legal
Finance
Mergers & Acquisitions
Corporate Development
Information Security
Compliance
Risk Management
Corporate Secretariat
Strategy
Business Development
Data Protection
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Mergers & Acquisitions
Corporate Development Director
Business Development Manager
Investment Banking Director
Due Diligence Manager
Data Protection Officer
Chief Information Security Officer
Corporate Secretary
Finance Director
Strategy Director
Commercial Director
Integration Manager
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