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 bundle?
- For an investment transaction with a single investor in a private limited company
What documents are included?
- term sheet for an investment for ordinary shares Investment term sheet: ordinary shares
- investment NDA NDA: investment (short)
- legal due diligence checklist Due diligence checklist: investment
- investment and shareholders agreement Investment and Shareholders Agreement: established business single investor
- Articles of association Articles of Association: established business single investor
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£45.00 exc VAT
Updated by a lawyer on 27/06/2025
- Updated By a lawyer on
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