NDA share sale (short)
Short form confidentiality agreement for use where a seller will disclose confidential information relating to the target company to a potential buyer
Background
Why use Confidentiality Agreements?
Confidentiality Agreements (also known as NDAs) are used in corporate and commercial transactions as a preliminary agreement to enable parties to disclose confidential information prior to them discussing the main transaction.
By first entering into an NDA, the parties can exchange confidential information with each other with the assurance that, if the negotiations on the main transaction break down, the confidential information which has been disclosed will be protected by a legally enforceable agreement.
About this Confidentiality Agreement
This Confidentiality Agreement is for the one-way disclosure of confidential information by a seller to a potential buyer of a company. The document is a short form agreement, in the form of a letter agreement, and contains the principal legal protections for the benefit of the seller in its capacity as the discloser of confidential information.
Often, negotiations on the terms of NDAs become protracted due to unreasonable and excessive terms being included by whichever party provides the first draft of the agreement. This template has been prepared and designed to enable the parties to quickly reach an agreement on the NDA, to allow them to move onto the disclosure of confidential information and discussions on the main transaction documents.
Document features
Features include:
- 17 paragraphs over 3 pages
- Definition of Confidential Information
- Confidentiality obligations
- Permitted recipients to whom Confidential Information may be disclosed by the buyer
- Circumstances in which compulsory disclosure may be made by the buyer
- Return of Confidential Information to the seller
- Duration of agreement
Explanatory guidance
As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.
Alternative Confidentiality Agreements
For a longer form of confidentiality agreement for a sale transaction, see NDA: share sale (long).
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