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Non Disclosure Agreement For Sale Of Business
"I need a Non Disclosure Agreement For Sale Of Business for my technology manufacturing company based in Riyadh, with specific provisions for protecting our patents and trade secrets during the sale process, and extra clauses covering our international client base across the GCC region."
1. Parties: Identification of all parties involved, including 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: Detailed definitions including Confidential Information, Business Sale Transaction, Permitted Purpose, Authorized Representatives, etc.
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
5. Obligations of Receiving Party: Core confidentiality obligations, including use restrictions, security measures, and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to advisors and regulators
7. Term and Survival: Duration of confidentiality obligations and survival provisions after termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information if the sale doesn't proceed
9. Remedies: Legal remedies available in case of breach, including injunctive relief and compensation
10. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes
1. Non-Solicitation: Restrictions on soliciting employees or customers, optional but common in business sale contexts
2. Exclusivity Period: Optional provision preventing seller from negotiating with other potential buyers for a specified period
3. Islamic Finance Compliance: Specific provisions ensuring compliance with Islamic finance principles if relevant to the transaction
4. Data Protection Compliance: Additional provisions specifically addressing Saudi data protection requirements, necessary if sensitive personal data is involved
5. Anti-Money Laundering Provisions: Additional compliance provisions if required by the nature of the business or transaction
6. Force Majeure: Provisions addressing extraordinary events affecting confidentiality obligations
7. Language Preference: Specification of controlling language if agreement is in both Arabic and English
1. Schedule 1: Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2: Specific Categories of Confidential Information: Detailed listing of specific types of confidential information covered
3. Schedule 3: Security Protocols: Specific security measures required for handling different types of confidential information
4. Appendix A: Acknowledgment Form: Form for authorized representatives to acknowledge confidentiality obligations
5. Appendix B: Data Room Rules: Rules and procedures for accessing and using any physical or virtual data room
6. Appendix C: Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Agreement
Authorized Purpose
Authorized Representatives
Business
Business Day
Confidential Information
Disclosing Party
Due Diligence
Effective Date
Electronic Data
Excluded Information
Group Companies
Information Security Measures
Intellectual Property Rights
Material Adverse Effect
Negotiations
Non-Disclosure Period
Notice
Permitted Disclosees
Potential Transaction
Proprietary Information
Receiving Party
Related Persons
Representatives
Restricted Period
Security Protocols
Sensitive Information
Shariah Compliant
Subsidiary
Term
Third Party
Trade Secrets
Transaction Documents
Unauthorized Disclosure
Confidentiality Obligations
Permitted Disclosures
Information Protection
Data Security
Return of Information
Non-Circumvention
Non-Solicitation
Term and Survival
Remedies
Indemnification
Assignment
Third Party Rights
Notices
Amendments
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Electronic Communications
Shariah Compliance
Language
Counterparts
Costs
Termination
Warranties
Non-Competition
Exclusivity
Publicity
Oil & Gas
Manufacturing
Technology
Healthcare
Real Estate
Financial Services
Retail & Consumer
Transportation & Logistics
Construction
Education
Telecommunications
Hospitality & Tourism
Mining & Minerals
Professional Services
Energy & Utilities
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Information Security
Strategy
Business Development
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Managing Director
Legal Counsel
Corporate Development Manager
Investment Banker
Due Diligence Manager
Business Development Director
Mergers & Acquisitions Director
Company Secretary
Risk Management Officer
Compliance Officer
Finance Director
Strategy Director
Information Security Manager
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