Confidentiality agreement—private M&A (asset purchase)—auction sale
Confidentiality agreement—private M&A (asset purchase)—auction sale

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Confidentiality agreement—private M&A (asset purchase)—auction sale
  • Parties
  • background
  • The Schedule
  • Part A: Authorised Persons
  • Part B: Confidential Information

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note: Brexit—drafting boilerplate clauses.

This Agreement is made on [insert day and month] 20[insert year]

Parties

  1. 1

    [insert selling corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Seller), [and]

  1. 2

    [insert name of purchasing corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Bidder), [and]

the Seller and the Bidder being a Party and together the Seller and the Bidder are the Parties.

background

    1. (A)

      The Parties propose to enter into negotiations concerning the Proposed Acquisition.

    2. (B)

      In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Bidder has requested that certain Shared Data be made available to it in order to evaluate the Business and to consider and negotiate the terms of the Proposed Acquisition.

    3. (C)

      The Parties have agreed to enter into this Agreement in consideration of the Seller disclosing and the Bidder receiving the Shared Data.

The parties agree:

  1. 1

    Definitions and interpretation

    1. 1.1

      In this Agreement, unless otherwise