The Non-Disclosure Agreement For Sale Of Business is a critical document used in the early stages of a business sale transaction in the Netherlands. It is typically executed before any detailed information about the business is shared with potential buyers, protecting the confidentiality of sensitive business information during the sale process. The agreement is governed by Dutch law and incorporates relevant provisions from the Dutch Civil Code (Burgerlijk Wetboek), Dutch Trade Secrets Act, and when applicable, GDPR requirements. It covers various types of confidential information including financial data, trade secrets, customer lists, employee information, and business strategies. This document is essential for maintaining confidentiality during due diligence processes and preliminary negotiations, while providing legal remedies under Dutch jurisdiction if breaches occur.
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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and their legal details
2. Background: Context of the potential business sale and purpose of the NDA
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', 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 the protection and non-disclosure of confidential information
6. Permitted Use and Disclosure: Specific purposes for which the confidential information may be used and conditions for sharing with representatives
7. Protection Measures: Security measures required to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution details
1. Non-Solicitation: Restrictions on soliciting employees or customers, used when there's specific concern about poaching
2. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers, used when buyer requires exclusivity
3. Data Protection Compliance: Specific GDPR compliance provisions, used when personal data is included in confidential information
4. Anti-Trust Compliance: Provisions ensuring compliance with competition laws, used for larger transactions or competitors
5. Announcements and Publicity: Rules about public communications, used for high-profile transactions or listed companies
6. Representatives' Obligations: Detailed provisions about representatives' duties, used when extensive third-party involvement is expected
7. Surviving Obligations: Specific provisions about which obligations survive termination, used in complex transactions
1. Schedule 1 - Scope of Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted uses of confidential information
5. Appendix A - Data Processing Requirements: GDPR-specific requirements if personal data is involved
Relevant legal definitions
Confidential Information
Business
Transaction
Permitted Purpose
Representatives
Affiliate
Group
Disclosing Party
Receiving Party
Professional Advisers
Data Room
Trade Secrets
Personal Data
Proprietary Information
Intellectual Property Rights
Business Day
Confidentiality Period
Authorized Recipients
Due Diligence
Material
Evaluation Material
Disclosed Information
Party/Parties
Personnel
Related Persons
Subsidiary
Target Business
Working Hours
Security Measures
Data Protection Laws
Permitted Disclosures
Competitive Business
Compliance Requirements
Destruction
Force Majeure
Information Security Standards
Non-Disclosure Obligations
Residual Information
Sensitive Information
Termination Date
Business
Transaction
Permitted Purpose
Representatives
Affiliate
Group
Disclosing Party
Receiving Party
Professional Advisers
Data Room
Trade Secrets
Personal Data
Proprietary Information
Intellectual Property Rights
Business Day
Confidentiality Period
Authorized Recipients
Due Diligence
Material
Evaluation Material
Disclosed Information
Party/Parties
Personnel
Related Persons
Subsidiary
Target Business
Working Hours
Security Measures
Data Protection Laws
Permitted Disclosures
Competitive Business
Compliance Requirements
Destruction
Force Majeure
Information Security Standards
Non-Disclosure Obligations
Residual Information
Sensitive Information
Termination Date
Clauses
Confidentiality Obligations
Permitted Use
Information Protection
Return of Information
Non-Circumvention
Non-Solicitation
Data Protection
Intellectual Property
Term and Survival
Remedies
Indemnification
Assignment
Notices
Third Party Rights
Severability
Entire Agreement
Variation
Waiver
Counterparts
Electronic Execution
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Announcements
Costs
Representatives' Obligations
Termination
Competition Law Compliance
Information Security
Permitted Use
Information Protection
Return of Information
Non-Circumvention
Non-Solicitation
Data Protection
Intellectual Property
Term and Survival
Remedies
Indemnification
Assignment
Notices
Third Party Rights
Severability
Entire Agreement
Variation
Waiver
Counterparts
Electronic Execution
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Announcements
Costs
Representatives' Obligations
Termination
Competition Law Compliance
Information Security
Relevant Industries
Manufacturing
Technology
Retail
Healthcare
Financial Services
Professional Services
Real Estate
Construction
Energy
Telecommunications
Transportation & Logistics
Hospitality
Agriculture
Media & Entertainment
Education
Pharmaceuticals
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Information Security
Data Protection
Corporate Strategy
Business Development
Investment
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Development Manager
General Counsel
Legal Counsel
M&A Director
Business Development Director
Finance Director
Company Secretary
Compliance Officer
Due Diligence Manager
Information Security Officer
Data Protection Officer
Corporate Strategy Manager
Investment Manager
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