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

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

  • Confidentiality agreement—private M&A (asset purchase)—auction sale
  • background
  • 1 Definitions and interpretation
  • 2 Bidder’s undertakings
  • 3 Authorised disclosure
  • 4 Enforced disclosure
  • 5 Shared Personal Data
  • 6 No offer, representation or warranty
  • 7 Non-solicitation
  • 8 Indemnity
  • More...

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

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.

    1. (B)

      In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Bidder has requested that certain Confidential Information [(and Personal Data) ]be made available to it in order to evaluate the Business and to consider and negotiate the terms of the Proposed Acquisition.

    1. (C)

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

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this Agreement, unless otherwise provided:

        Authorised Person

        1. means any employee, director, consultant, agent, representative or adviser of the Bidder that needs to know Confidential Information for the Permitted Purpose or in connection with advising on the Proposed Acquisition[, together with any banker or investor that is supplying the Bidder with financing for the Proposed Acquisition,][

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