Confidentiality Agreement For Sale Of Business Template for Ireland

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Key Requirements PROMPT example:

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.

Document background
The Confidentiality Agreement For Sale Of Business is a critical document used in the early stages of business sale transactions in Ireland. It is typically executed before detailed discussions or due diligence commence, protecting the seller's sensitive business information while allowing meaningful evaluation by potential buyers. The agreement must comply with Irish law, including the Companies Act 2014, Data Protection Act 2018, and relevant EU regulations. It covers various types of confidential information including financial data, customer lists, employee information, trade secrets, and proprietary technology. This document is particularly important as it sets the framework for information sharing and includes specific provisions for data protection, competition law compliance, and the return or destruction of confidential information if the transaction doesn't proceed.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Retail

Financial Services

Healthcare

Professional Services

Real Estate

Construction

Hospitality

Energy

Telecommunications

Transport & Logistics

Agriculture

Media & Entertainment

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Information Security

Compliance

Risk Management

Corporate Secretariat

Strategy

Business Development

Data Protection

Relevant Roles

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

Industries
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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