1. Non-Circumvention: Prevents the receiving party from bypassing the selling party to directly approach customers/suppliers - used when the business has unique commercial relationships

2. Exclusivity Period: Prevents the seller from negotiating with other potential buyers for a specified period - included when buyer requires exclusive negotiation rights

3. Public Announcements: Controls over public statements about the potential transaction - particularly important for deals involving public companies or high-profile businesses

4. Data Privacy Compliance: Specific obligations regarding personal data protection - required when personal data forms part of the disclosed information

5. Standstill Provisions: Restrictions on acquiring shares or assets without consent - relevant when the potential buyer could be a competitor

6. Costs and Expenses: Allocation of costs related to maintaining confidentiality - included for complex transactions with significant compliance costs

1. Schedule 1: Specified Representatives: List of authorized representatives who may access confidential information

2. Schedule 2: Specific Confidential Information: Detailed categorization of confidential information specific to the business

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

4. Schedule 4: Excluded Information: Information specifically excluded from confidentiality obligations

5. Appendix A: Form of Confidentiality Undertaking: Template confidentiality agreement for representatives to sign

6. Appendix B: Data Room Rules: Procedures and rules for accessing virtual or physical data rooms