This Non Disclosure Agreement Business Acquisition template is essential for parties engaging in business acquisition discussions and due diligence processes in New Zealand. It should be used when a potential buyer needs to access confidential information about a target business to evaluate a possible acquisition. The document ensures compliance with New Zealand law, including the Contract and Commercial Law Act 2017, Privacy Act 2020, and relevant business regulations. It covers various aspects of confidentiality, including financial data, trade secrets, customer information, employee details, and other sensitive business information. The agreement is particularly important in protecting the seller's interests while allowing the potential buyer sufficient access to evaluate the business opportunity.
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1. Parties: Identifies the disclosing party (typically the seller), receiving party (potential buyer), and any related entities or representatives
2. Background: Sets out the context of the proposed business acquisition and purpose of the NDA
3. Definitions: Defines 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 acquisition
5. Permitted Use and Disclosure: Specifies how the receiving party may use the confidential information and to whom it may be disclosed
6. Obligations of Receiving Party: Details the specific obligations to protect confidential information, including security measures and internal controls
7. Term and Survival: Specifies the duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information after the evaluation period or if the transaction doesn't proceed
9. Breach and Remedies: Outlines consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and variation
1. Non-Solicitation: Prevents approaching employees, customers, or suppliers - include when protecting business relationships is crucial
2. Standstill Provisions: Restricts share dealings or approaching shareholders - relevant for publicly listed target companies
3. Anti-Trust/Competition Compliance: Include when the potential acquisition might raise competition law concerns
4. Data Protection Compliance: Additional provisions when significant personal data will be shared during due diligence
5. Exclusivity Period: Include when the seller agrees not to negotiate with other potential buyers for a specified period
6. Representatives' Obligations: Detailed provisions about advisors' and consultants' obligations - important for complex transactions
7. Intellectual Property Rights: Additional protection for IP-heavy businesses or when significant IP review is needed in due diligence
1. Schedule 1: Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2: Specific Confidential Information: Detailed list of categories or specific items of confidential information to be disclosed
3. Schedule 3: Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4: Excluded Information: List of information specifically excluded from confidentiality obligations
5. Appendix A: Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives to sign
6. Appendix B: Data Room Rules: Rules and procedures for accessing and using the data room if applicable
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