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Acquisition Confidentiality Agreement Template for United States

An Acquisition Confidentiality Agreement is a legally binding document used in the United States during mergers and acquisitions to protect sensitive information shared during due diligence. This agreement, governed by both federal and state laws, establishes the terms under which confidential information can be shared, used, and must be protected. It typically includes provisions for trade secret protection, insider trading prevention, and data security requirements, while ensuring compliance with SEC regulations and state-specific legal requirements.

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What is a Acquisition Confidentiality Agreement?

The Acquisition Confidentiality Agreement is a critical document in U.S. M&A transactions, typically executed at the early stages of discussions between potential buyers and sellers. This agreement becomes necessary when parties need to share sensitive business information, trade secrets, customer data, and financial details during the due diligence process. It protects both parties by establishing clear guidelines for information handling, permitted uses, and disclosure restrictions, while ensuring compliance with federal and state regulations, including securities laws and trade secret protection statutes.

What sections should be included in a Acquisition Confidentiality Agreement?

1. Parties: Identification of parties entering into the agreement

2. Background: Context of the potential acquisition and purpose of the agreement

3. Definitions: Key terms including Confidential Information, Transaction, Representatives

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared

6. Term and Termination: Duration of obligations and termination provisions

7. Return of Information: Requirements for returning or destroying confidential information

What sections are optional to include in a Acquisition Confidentiality Agreement?

1. Non-Solicitation: Restrictions on soliciting employees or customers during and after the potential transaction

2. Standstill Provisions: Restrictions on acquiring target company shares or making hostile takeover attempts

3. Data Privacy: Specific provisions for handling personal data and compliance with privacy laws

What schedules should be included in a Acquisition Confidentiality Agreement?

1. Schedule A - Authorized Representatives: List of individuals authorized to receive and handle confidential information

2. Schedule B - Specific Information: Detailed description of confidential information covered under the agreement

3. Schedule C - Security Protocols: Specific procedures and requirements for handling and protecting 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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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