Non Disclosure Agreement For Selling A Business Template for Philippines

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Key Requirements PROMPT example:

Non Disclosure Agreement For Selling A Business

"I need a Non-Disclosure Agreement For Selling A Business to protect confidential information while I explore selling my manufacturing company in Manila to a foreign investor; the agreement needs strong provisions about protecting trade secrets and manufacturing processes, with specific clauses about international data transfer."

Document background
This Non-Disclosure Agreement For Selling A Business is essential when a business owner in the Philippines intends to share confidential information with potential buyers during a sale process. The document is crafted under Philippine law and becomes necessary at the initial stages of business sale discussions, typically before detailed due diligence begins. It covers various aspects of confidential information including financial data, trade secrets, customer lists, employee information, and proprietary business processes. The agreement ensures compliance with Philippine regulations including the Data Privacy Act, Securities Regulation Code, and Civil Code provisions while facilitating necessary information sharing for transaction evaluation. It's particularly crucial in protecting the seller's interests while allowing potential buyers to assess the business opportunity effectively.
Suggested Sections

1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any authorized representatives

2. Background: Context of the potential business sale and purpose of the NDA

3. Definitions: Key terms including 'Confidential Information', 'Business', 'Permitted Purpose', 'Representatives', and 'Term'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale

5. Obligations of Confidentiality: Core confidentiality obligations and standard of care required

6. Permitted Use and Disclosure: Specific permitted uses of confidential information and conditions for disclosure to representatives

7. Exclusions from Confidential Information: Standard exclusions such as public domain information and independently developed information

8. Return or Destruction of Confidential Information: Requirements and procedures for returning or destroying confidential information

9. Term and Survival: Duration of the agreement and surviving obligations

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Non-Solicitation: Prohibits solicitation of employees or customers, recommended when the potential buyer could be a competitor

2. Non-Circumvention: Prevents the potential buyer from circumventing the seller in dealing with key business relationships, useful when disclosing customer/supplier information

3. Securities Laws Compliance: Required if the business is publicly traded or involves securities transactions

4. Data Privacy Compliance: Specific provisions addressing compliance with the Philippine Data Privacy Act, necessary when personal data will be shared

5. Notice Requirements: Detailed procedures for required notices, useful in complex transactions

6. Representative Obligations: Additional provisions regarding representatives' compliance, recommended for large-scale due diligence

7. Competitive Intelligence Restriction: Prohibits use of information for competitive intelligence, important when sharing with competitors

Suggested Schedules

1. Schedule A - Authorized Representatives: List of authorized representatives who will have access to confidential information

2. Schedule B - Specific Confidential Information: Detailed categorization of confidential information to be disclosed

3. Schedule C - Security Protocols: Specific procedures for handling and securing confidential information

4. Appendix 1 - Acknowledgment Form: Form for representatives to acknowledge their confidentiality obligations

5. Appendix 2 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

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
Relevant Industries

Manufacturing

Retail

Technology

Healthcare

Financial Services

Real Estate

Hospitality

Professional Services

Construction

Agriculture

Transportation

Education

Energy

Telecommunications

E-commerce

Relevant Teams

Legal

Finance

Executive Leadership

Mergers & Acquisitions

Corporate Development

Risk Management

Compliance

Business Development

Strategic Planning

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Business Owner

Managing Director

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Mergers & Acquisitions Director

Investment Banker

Business Broker

Due Diligence Manager

Corporate Secretary

Risk Management Officer

Compliance Officer

Financial Controller

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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