Non Disclosure Agreement Template for Sale of Business

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of this [___] day of [___________], 20[___] (the "Effective Date"), by and between:

DISCLOSING PARTY: [________________________________________________] (“Seller”), with a principal address at [________________________________________________].

RECEIVING PARTY: [________________________________________________] (“Prospective Buyer”), with a principal address at [________________________________________________].

(Collectively referred to as the "Parties").

1. PURPOSE

The Parties intend to engage in discussions regarding a potential transaction involving the sale and purchase of the business assets, equity, or operations of [________________________________________________] (the "Company"). In connection with the evaluation of this potential transaction (the "Purpose"), the Seller may disclose to the Prospective Buyer certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by the Seller to the Prospective Buyer, whether orally, in writing, or electronically, including but not limited to: financial statements, tax returns, customer lists, vendor contracts, employee data, trade secrets, business plans, marketing strategies, intellectual property, and the fact that the Company is for sale.

3. OBLIGATIONS OF RECEIVING PARTY

The Prospective Buyer agrees to: a) Maintain the confidentiality of all Confidential Information with the same degree of care as it uses for its own confidential information, but in no event less than a reasonable degree of care; b) Use the Confidential Information solely for the purpose of evaluating the potential acquisition of the Company; c) Disclose Confidential Information only to its employees, legal counsel, or financial advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; d) Not disclose the existence of negotiations or the terms of any proposed transaction to any third party without the express written consent of the Seller.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public other than as a result of a breach of this Agreement by the Prospective Buyer; b) Was in the Prospective Buyer’s possession prior to disclosure by the Seller; c) Becomes available to the Prospective Buyer on a non-confidential basis from a source other than the Seller, provided such source is not bound by a confidentiality agreement with the Seller.

5. COMPELLED DISCLOSURE

If the Prospective Buyer is required by law, regulation, or court order to disclose any Confidential Information, the Prospective Buyer shall provide the Seller with prompt written notice (where legally permissible) to allow the Seller to seek a protective order or other appropriate remedy.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Seller or the termination of negotiations, the Prospective Buyer shall promptly return or destroy all documents and electronic files containing Confidential Information and certify such destruction in writing to the Seller.

7. TERM

This Agreement shall remain in effect for a period of [___] years from the Effective Date, provided that the obligations regarding trade secrets shall survive for as long as such information remains a trade secret under applicable law.

8. REMEDIES

The Prospective Buyer acknowledges that any breach of this Agreement may cause irreparable harm to the Seller for which monetary damages may be inadequate. Accordingly, the Seller shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [________________________________________________]. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in [________________________________________________].

10. ENTIRE AGREEMENT

This document constitutes the entire agreement between the Parties regarding the subject matter hereof and may only be amended in writing signed by both Parties.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

SELLER:

Signature: _________________________________ Name: [___________________________________] Title: [___________________________________]

PROSPECTIVE BUYER:

Signature: _________________________________ Name: [___________________________________] Title: [___________________________________]