Confidentiality agreement—private M&A—share purchase—auction sale
Confidentiality agreement—private M&A—share purchase—auction sale

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

  • Confidentiality agreement—private M&A—share 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...

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]

  1. 3

    [[insert target company name] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company]

the Seller[, OR and] the Bidder[ and the Company] being a Party and together the Seller[, OR and] the Bidder[ and the Company] 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) ]([each as ]defined below) be made available to it in order to evaluate the Company[ and its subsidiaries] 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

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