NDA business sale (long)
A comprehensive NDA, in agreement form, to use in a business sale transaction where the selling company will disclose confirmation information to a potential purchaser. It contains robust legal protections for the benefit of the seller as the disclosing party.
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When do I use this document?
- for a business sale transaction
- where confidential information about the target business will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller
What are the key features?
- 17 clauses over 9 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to the seller
- prohibition on the buyer poaching the seller’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the buyer. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
What other docs are available?
For a shorter form of confidentiality agreement for a business sale transaction, see
When do I use this document?
- for the grant of both a put option and call option over shares in a private limited company
- so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares
What are the key features?
- 24 clauses over 16 pages
- grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
- put option exercise and form of exercise notice
- call option exercise and form of exercise notice
- mechanics for sale and purchase of option shares
- warranties and undertakings from the seller
What else do I need to know?
The principal matters which the parties to a put and call option agreement will need to negotiate include:
- option shares: the number of option shares
- exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
- exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
- exercise price: the price payable for the shares
What other docs are available?
For alternative option agreements over shares, see:
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Updated by a lawyer on 27/06/2025
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