Fillable BUSINESS SALE NON-DISCLOSURE AGREEMENT (Non-Disclosure Agreement)

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BUSINESS SALE NON-DISCLOSURE AGREEMENT (Non-Disclosure Agreement)

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NonDisclosureAgreement.com
BUSINESS SALE NON-DISCLOSURE AGREEMENT
This BUSINESS SALE NON-DISCLOSURE AGREEMENT (hereinafter known as the
“Agreement”) is entered into between ____________________ (hereinafter known as the
“Company”) and _____________________ (hereinafter known as the “Potential Buyer”) for the
purpose of sharing operational, financial and other information relating to the Company for the
purpose of pursuing or establishing a business relationship or negotiating a contract between
the parties. The Agreement is effective as of the ____ day of _________________, 20___
(hereinafter known as the “Effective Date”).
Article I: Conditions
The Company agrees to share trade secrets and confidential, proprietary and protected
information not generally disclosed to the public (hereinafter known as “Confidential
Information”) on the condition that the Potential Buyer acts in accordance with the provisions of
this Agreement and agrees to use the Confidential Information solely for the consideration of a
potential purchase transaction or strategic alliance. Although the Company will use all
reasonable efforts to include materials which they believe to be reliable and relevant, the
Company makes no representation or warranty as to the accuracy or completeness of the
Confidential Information except as may be set out in a definitive agreement which may be
entered into by both parties in connection with a potential transaction.
Article II: Confidential Information
A. Definitions. For the purposes of this Agreement, Confidential Information refers to the
Company’s businesses, operations and assets (whether in written, electronic or other form)
including, but not limited to, current, future or proposed products, formulas, designs, devices,
drawings, specifications, technical memoranda and correspondence, computer code, programs
and algorithms, product development agreements and other related agreements.
B. Property Rights. Confidential Information is and will, at all times, remain the property of the
Company, and the Company reserves the right to disclose the Information to other persons or
entities in connection with other possible transactions or for any other purpose.
Article III: Non-Disclosure
A. Transaction. The Potential Buyer understands and agrees that under no circumstances
(except as provided in subsection (D) of this section) shall they disclose information regarding
any potential transaction or any of the terms, conditions or other facts relating to this
Agreement.
B. Information. The Potential Buyer shall only disclose Confidential Information to
representatives within their organization who are required to know the Information for the
purposes of furthering a potential transaction. Confidential Information is to be kept strictly
confidential, and the Potential Buyer and their representatives shall not (i) make any public
comment, statement or communication or otherwise disclose to any person in any manner
whatsoever the Confidential Information, or (ii) use the Information for any purpose other than to
evaluate and implement a potential transaction. The Potential Buyer shall not use any
Confidential Information with respect to any of the financial affairs of the Company in
NonDisclosureAgreement.com
furtherance of the Recipient’s own business, or the business of anyone else, whether or not in
competition with the Company, or for any other purpose whatsoever.
C. Representatives. It is the responsibility of the Potential Buyer to stress confidentiality to
each representative with whom Confidential Information has been disclosed, and to take all
reasonable, necessary and appropriate steps to safeguard the Confidential Information from
disclosure.
D. Exceptions. The Company understands and agrees that the Potential Buyer may be
compelled to disclose Confidential Information, information relating to a potential transaction or
terms or conditions relating to this Agreement if required by law (subpoena, civil investigative
demand or similar legal process). It is the duty and responsibility of the Potential Buyer to give
prompt notice to the Company so they may seek a protective order or other appropriate remedy
in response to the disclosure of Confidential Information. Furthermore, the Potential Buyer is not
restricted from disclosing Confidential Information if one of the following instances applies:
(i) the information was in the Potential Buyer’s possession before such information was
disclosed by the Company, with no obligation to keep it confidential;
(ii) the information is or becomes public knowledge or lawfully available through a source
other than the Potential Buyer, and through no breach of agreement on their part; or
(iii) the Company provides written approval for the Potential Buyer to disclose said
information.
Article IV: Period of Non-Disclosure
A. Term. This Agreement and the Potential Buyer’s duty not to disclose Confidential Information
shall remain in effect until the Company sends written notice releasing the Potential Buyer from
this Agreement or Confidential Information ceases to be a trade secret.
B. Non-Acquisition. In the event of non-acquisition by the Potential Buyer, the confidentiality
and other obligations described in this Agreement continue in full force and effect for a period of
____ years from the Effective Date.
C. Return of Materials. Upon the Company’s request, or upon termination of this Agreement or
the occurrence of a potential transaction, the Potential Buyer shall promptly return to the
Company or destroy all original and copied materials (including electronic format) constituting or
containing Confidential Information. Any information or materials the Company allows the
Potential Buyer to retain shall be kept confidential and shall not be disclosed or given to any
third party for any purpose.
Article V: General Provisions
A. Remedies. The Potential Buyer understands and acknowledges that failure to act in
accordance with the provisions set forth in this Agreement could cause irreparable harm to the
Company, and Potential Buyer agrees that the Company is entitled to injunctive relief (or a
similar remedy) to seek damages and to specifically enforce the provisions of this Agreement in
addition to any other remedy available to it at law or in equity.
NonDisclosureAgreement.com
B. Entire Agreement. This Agreement contains the entire agreement between the parties
concerning matters set out within, and no amendment to this Agreement or waiver of its terms is
binding upon the parties unless approved in writing by each of them.
C. Non-Agreement. Except as specifically set out in this Agreement, no party is under any legal
obligation with respect to a potential transaction unless a definitive agreement between the
parties has been signed.
D. Severability. If a court of competent jurisdiction finds any provision within this Agreement to
be invalid, illegal or unenforceable, that provision will be severed from the Agreement and the
remaining provisions shall continue in full force and effect, without amendment.
E. Governing Law. This Agreement shall be governed in accordance with the laws of the State
of ______________________.
F. Fees/Expenses. In a dispute arising out of or related to this Agreement, the prevailing party
shall have the right to collect from the other party its reasonable costs, attorney fees, and
necessary expenditures.
G. Notice. Any notice required by or given in connection with this Agreement shall be in writing
and shall be given to the appropriate party by personal delivery or by certified mail, postage
prepaid or recognized overnight delivery services to the following addresses:
Company’s Address
______________________________
______________________________
______________________________
Recipient’s Address
______________________________
______________________________
______________________________
NonDisclosureAgreement.com
IN WITNESS WHEREOF, the parties hereto acknowledge that by signing this
agreement, they agree to hold all matters strictly confidential and abide by all the terms and
conditions therein.
Company
Representative Signature: __________________________ Date: ______________________
Representative Printed Name: _________________ Representative Title: _________________
Potential Buyer
Potential Buyer Signature: __________________________ Date: ______________________
Potential Buyer Printed Name: _____________________
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BUSINESS SALE NON-DISCLOSURE AGREEMENT (Non-Disclosure Agreement)

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Completed 21 December 2020

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