NDA: share sale (short)

Name: NDA: share sales (short) - Paper Rock Docs
SKU: NDA008.002
Price: 30.00 GBP
Availability: InStock

A short form NDA, in the form of a letter agreement, to use in a share sale transaction where a seller will disclose confirmation information to a potential purchaser. It covers the principal legal protections for the benefit of the seller as the disclosing party.

for a share sale transaction
where confidential information about the target company will be disclosed to a potential buyer
for a shorter form NDA with principal legal protections for the seller as the discloser of confidential information

Key features include:

16 paragraphs over 3 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
duration of agreement

What else do I need to know?

Negotiations on the terms of NDAs often become protracted due to the inclusion of unreasonable and excessive terms by the party providing the initial draft. This template has been prepared and designed to help the parties quickly reach agreement on the NDA, enabling them to move forward to the disclosure of confidential information and discussions on the main transaction documents.

What other docs are available?

For a longer form of confidentiality agreement for a company sale transaction, see

NDA: share sale (long)

Description

When do I use this document?

if a shareholder has lost its original share certificate or it has been destroyed
if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

different forms of indemnity, depending on whether the shareholder is also transferring shares
alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£30.00 exc VAT

Updated by a lawyer on 30/06/2025

Updated By a lawyer on 05/09/2023

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NDA: share sale (short)