Business Sale Non-Disclosure Agreement (NDA)

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A business sale non-disclosure agreement protects sensitive information disclosed to a party interested in purchasing a business. By signing the form, the potential buyer agrees to keep the confidentiality of information and materials provided by the business owner during the sale process, regardless of whether the transaction actually comes to fruition.

Business Sale Non-Disclosure Agreement (NDA)

A business sale non-disclosure agreement protects sensitive information disclosed to a party interested in purchasing a business. By signing the form, the potential buyer agrees to keep the confidentiality of information and materials provided by the business owner during the sale process, regardless of whether the transaction actually comes to fruition.

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Last updated June 7th, 2024

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A business sale non-disclosure agreement protects sensitive information disclosed to a party interested in purchasing a business. By signing the form, the potential buyer agrees to keep the confidentiality of information and materials provided by the business owner during the sale process, regardless of whether the transaction actually comes to fruition.

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NDA in Business

When selling a business, owners may need to allow interested buyers to look into the company’s operations to inform their purchase decision. This due diligence process often involves revealing the company’s proprietary secrets and information not publicly available.

To ensure such information stays within the company, owners will generally require that buyers sign an NDA before they receive confidential materials or engage in discussions involving sensitive information.

Sample

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BUSINESS SALE NON-DISCLOSURE AGREEMENT

1. THE PARTIES. This Business Sale Non-Disclosure Agreement (the “Agreement”) is between [RECIPIENT NAME] (the “Recipient”), who will receive information concerning [BUSINESS ENTITY NAME] (the “Business Entity”).

As a condition, the Recipient agrees to treat any information concerning the Business Entity by the provisions of this Agreement, and agrees to the following:

2. OBLIGATIONS. The Recipient acknowledges the confidential nature of information furnished or obtained by the Business Entity or representatives, as well as the damage which could result to the Business Entity if any of this information is disclosed to any third party.

3. PERMITTED USE. The Recipient hereby agrees that any and all confidential or proprietary information will be used solely for the possible acquisition of the Business Entity, and that the Recipient or its directors, officers, and employees will not disclose to any third party any of the material now or hereafter received or provided; however, that any such information may be disclosed to the Recipient’s accountants, attorneys and other confidential advisers who “need to know” such information for assisting in the possible acquisition and furthermore will be advised by the Recipient of the confidential nature of such information.

4. AUTHORIZATION. In addition, unless there is the written consent of the Business Entity, the Recipient will not, and nor will their representatives or advisers, disclose to any third party the fact that discussions or negotiations are taking place concerning the possible acquisition of the Business Entity.

5. RETURN OF MATERIALS. In the event that the Recipient does not proceed with an offer or the acquisition of the Business Entity, the Recipient shall promptly return to the Business Entity all information and materials containing or reflecting the information of the Business Entity and will not retain any copies of such information.

6. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of [STATE] and the Recipient shall submit to the jurisdiction of the courts exercising jurisdiction in such state.

The Recipient acknowledges that by signing this Agreement to hold all matters strictly confidential and abide by all the terms and conditions of this Agreement.

Recipient’s Signature: ___________________ Date: ___________

Print Name: ___________________