The Confidentiality Agreement for Selling a Business can be used to protect a company’s confidential information when a third party is interested in purchasing either the entire issued share capital or the assets of the company. This type of Agreement is also known as Business Sale Non-Disclosure Agreement (NDA).

The Agreement protects the goodwill of the business, and the sensitive information (financial details, commercial or technological secrets) which is brought forward in the process of negotiations between the Seller and the potential Buyer.

This type of Confidentiality Contract is normally used when a company is engaged in negotiations for the sale of the business, such as mergers and acquisitions, investments discussions, negotiations about joint ventures or discussions with consultants or financial institutions about selling and purchasing businesses.

This Agreement is suitable as a template to protect confidential information in the sale of a small business which is not established as a limited company or for the sale of stock and other assets by a limited company.

Other documents commonly used in M&A, partnerships, investment, as well as purchase of a business are:

• Due Diligence Report
• Letter of Intent to Purchase a Business
• Business Sale and Purchase Agreement

Parties
Clauses

1. No announcement of diclosure
2. Use of confidential information
3. Permission to disclose confidential information
4. Authorised recipients
5. Return of confidential information
6. Employees

11. Business and financial information
12. Representation or warranty
13. Damages
14. Waiver
15. Data protection
16. Subsidiaries
17. Law and Jurisdiction

Signatures