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Non Disclosure Agreement For Sale Of Business for the United States

Non Disclosure Agreement For Sale Of Business Template for United States

A legally binding agreement used in the United States to protect confidential information disclosed during the process of selling a business. This document ensures that sensitive business information, trade secrets, customer lists, financial data, and other proprietary information shared during due diligence remains confidential. It establishes the terms of information sharing, permitted uses, and consequences of unauthorized disclosure under U.S. federal and state laws.

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Non Disclosure Agreement For Sale Of Business

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What is a Non Disclosure Agreement For Sale Of Business?

The Non-Disclosure Agreement For Sale Of Business is a critical document used when a business owner is considering selling their enterprise and needs to share sensitive information with potential buyers. This agreement, governed by U.S. law, protects the disclosing party's confidential information during the due diligence process while allowing necessary evaluation by serious buyers. It typically covers financial records, customer data, trade secrets, operational procedures, and other proprietary information. The agreement is essential for maintaining business value and competitive position during sale negotiations.

What sections should be included in a Non Disclosure Agreement For Sale Of Business?

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

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

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

4. Scope of Confidential Information: Detailed description of what constitutes confidential information

5. Obligations of Receiving Party: Core confidentiality obligations and permitted uses

6. Term and Termination: Duration of the agreement and survival provisions

7. Return or Destruction of Information: Requirements for handling confidential information after termination

8. Remedies: Legal remedies available in case of breach

What sections are optional to include in a Non Disclosure Agreement For Sale Of Business?

1. Non-Solicitation: Prevents solicitation of employees/customers during the transaction process and for a specified period afterward

2. Standstill Provisions: Prevents hostile takeover attempts and limits acquisition of securities during the discussion period

3. Exclusive Dealing: Prevents seller from negotiating with other parties during a specified exclusivity period

4. Securities Laws Compliance: Provisions ensuring compliance with insider trading laws and other securities regulations

What schedules should be included in a Non Disclosure Agreement For Sale Of Business?

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

2. Schedule of Specific Confidential Information: Detailed list of specific confidential materials to be disclosed

3. Form of Confidentiality Acknowledgment: Template for additional parties to acknowledge and agree to confidentiality obligations

4. Data Protection Protocol: Specific procedures and requirements for handling sensitive data and 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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Clauses




















Industries

Defend Trade Secrets Act (DTSA): Federal law enacted in 2016 that provides uniform federal protection for trade secrets and allows companies to file civil lawsuits in federal court for trade secret misappropriation

Economic Espionage Act: Federal law that criminalizes the theft or misappropriation of trade secrets with the intent to benefit foreign powers or cause economic harm

Securities Exchange Act: Federal law governing securities trading and requiring disclosure of certain information when the transaction involves public companies

Federal Antitrust Laws: Including Sherman Act and Clayton Act, these laws regulate business practices and prevent anti-competitive behavior in business sales and mergers

Uniform Trade Secrets Act (UTSA): State-level legislation adopted by most states that provides framework for trade secret protection and enforcement at the state level

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation that vary by jurisdiction

State Business Sale Regulations: State-specific rules and requirements governing the sale and transfer of businesses within each jurisdiction

State Non-Compete Laws: State-specific regulations governing the enforceability and limitations of non-compete agreements in business sales

SEC Regulations: Federal regulations governing securities transactions and required disclosures for public companies and certain private transactions

FTC Regulations: Federal Trade Commission rules governing fair business practices and consumer protection in business transactions

Hart-Scott-Rodino Act: Federal law requiring companies to file pre-merger notifications for larger transactions meeting certain thresholds

Industry-Specific Privacy Laws: Sector-specific regulations governing data privacy and protection, varying by industry (e.g., HIPAA for healthcare, GLBA for financial services)

Data Protection Requirements: Legal obligations regarding the protection, storage, and transfer of sensitive business and personal data during business sales

Regulatory Compliance Requirements: Industry-specific regulatory requirements that must be considered in the confidentiality provisions of business sale agreements

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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