The Non-Disclosure Agreement For Sale Of Business is a critical document used in South African business sale transactions to protect confidential information exchanged during due diligence and negotiations. It establishes clear obligations regarding the handling of sensitive business information, including financial data, trade secrets, customer lists, employee information, and intellectual property. This agreement is essential when business owners are considering selling their enterprise and need to share confidential information with potential buyers for evaluation purposes. The document complies with South African legal requirements, including POPIA, the Companies Act, and competition laws, while providing mechanisms for enforcement and remedies in case of breach. It's particularly important in the South African context where business sales often involve complex regulatory considerations and cross-sector transactions.
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1. Parties: Identification of the disclosing party (typically the seller), receiving party (potential buyer), and any guarantors or related entities
2. Background: Context of the potential business sale and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Purpose', 'Business', and 'Transaction'
4. Disclosure and Use of Confidential Information: Core obligations regarding the handling and permitted use of confidential information
5. Non-Disclosure Obligations: Specific restrictions on disclosure, including internal controls and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction does not proceed
8. Duration of Obligations: Time period for which confidentiality obligations remain in force
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Prevents poaching of employees or customers, particularly relevant if parties are competitors
2. Non-Circumvention: Prevents the receiving party from bypassing the disclosing party to directly approach customers or suppliers
3. Exclusivity Period: Grants exclusive negotiation rights for a specified period, if agreed
4. Data Protection Compliance: Specific provisions ensuring POPIA compliance when personal information is involved
5. Competition Law Compliance: Special provisions when parties are competitors or transaction requires competition authority approval
6. Public Announcements: Controls over public statements about the potential transaction
7. Costs: Allocation of costs related to confidentiality measures and due diligence
8. Securities Trading Restriction: Prevents insider trading if either party is publicly listed
1. Schedule 1: Confidential Information: Detailed description of information categories covered by the agreement
2. Schedule 2: Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3: Security Protocols: Specific security measures required for handling confidential information
4. Schedule 4: Due Diligence Process: Agreed procedure for sharing and reviewing confidential information
5. Schedule 5: Notice Details: Contact information and procedures for formal notices under the agreement
Relevant legal definitions
Affiliate
Agreement
Authorized Purpose
Authorized Representatives
Business
Business Day
Commencement Date
Confidential Information
Disclosing Party
Due Diligence
Effective Date
Group
Information
Intellectual Property Rights
Notice
Parties
Personal Information
Permitted Purpose
Proposed Transaction
Receiving Party
Related Persons
Representatives
Restricted Period
Securities
Signature Date
Subsidiary
Target Business
Term
Third Party
Trade Secrets
Transaction Documents
Agreement
Authorized Purpose
Authorized Representatives
Business
Business Day
Commencement Date
Confidential Information
Disclosing Party
Due Diligence
Effective Date
Group
Information
Intellectual Property Rights
Notice
Parties
Personal Information
Permitted Purpose
Proposed Transaction
Receiving Party
Related Persons
Representatives
Restricted Period
Securities
Signature Date
Subsidiary
Target Business
Term
Third Party
Trade Secrets
Transaction Documents
Clauses
Interpretation
Confidentiality
Permitted Disclosure
Data Protection
Non-Solicitation
Non-Circumvention
Information Security
Return of Information
Intellectual Property
Duration
Breach
Remedies
Indemnification
Severability
Assignment
Warranty
Publicity
Notices
Costs
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Entire Agreement
Variation
Waiver
Counterparts
Confidentiality
Permitted Disclosure
Data Protection
Non-Solicitation
Non-Circumvention
Information Security
Return of Information
Intellectual Property
Duration
Breach
Remedies
Indemnification
Severability
Assignment
Warranty
Publicity
Notices
Costs
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Entire Agreement
Variation
Waiver
Counterparts
Relevant Industries
Manufacturing
Retail
Technology
Financial Services
Professional Services
Healthcare
Real Estate
Mining
Agriculture
Hospitality
Construction
Logistics
Education
Entertainment
Energy
Relevant Teams
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk & Compliance
Business Development
Strategy
Operations
Information Security
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Mergers & Acquisitions Director
Business Development Manager
Due Diligence Officer
Company Secretary
Risk Manager
Compliance Officer
Investment Banker
Private Equity Manager
Strategy Director
Operations Director
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