Free NDA template for selling a business (Word)

CONFIDENTIALITY AGREEMENT: PROPOSED SALE OF A BUSINESS

This Confidentiality Agreement (the "Agreement") is made on [Effective date] between [Seller name] (the "Seller"), the owner of [Business name] (the "Business"), and [Buyer name], [Buyer address] (the "Prospective Buyer").

1. Purpose

The Seller is willing to share information about the Business so that the Prospective Buyer can decide whether to buy it (the "Transaction"). The Prospective Buyer will use that information only for this purpose. The Seller is represented by [Broker name], and the Prospective Buyer will send all requests for information through them.

2. Confidential Information

"Confidential Information" means all information about the Business that the Seller or its advisers provide, in any form, including financial statements, tax returns, customer and supplier information, contracts, pricing, and information about employees. It also includes the fact that the Business may be for sale and that the parties are in talks.

It does not include information that is or becomes public through no fault of the Prospective Buyer, that the Prospective Buyer already lawfully knew, or that the Prospective Buyer lawfully receives from someone else without a duty of confidence.

3. What the Prospective Buyer agrees to do

1. Keep the Confidential Information secret, and use it only to evaluate the Transaction.
2. Share it only with its own lawyers, accountants, lenders and other advisers who need it for the Transaction and who are told it is confidential. The Prospective Buyer is responsible for them keeping it confidential.
3. Not contact the Business's employees, customers, suppliers or landlord about the Business or the Transaction without the Seller's written consent.

For [Non solicit months] months from the date of this Agreement, the Prospective Buyer will not try to hire any employee of the Business it met or learned about through the Transaction, unless the parties complete the Transaction. General job advertisements not aimed at those employees are allowed.

4. If the Transaction does not go ahead

If the Seller asks, or if the Prospective Buyer decides not to go ahead, the Prospective Buyer will promptly return or destroy all Confidential Information and any notes or analysis based on it, and confirm this in writing.

5. No obligation to sell or buy

This Agreement does not oblige either party to complete the Transaction. Only a signed purchase agreement will do that. The Seller makes no promise in this Agreement about whether the information is accurate or complete; any such promises will be set out in the purchase agreement.

6. How long this lasts

This Agreement lasts for [Term years] years from the date above. Information that is a trade secret under applicable law stays protected for as long as it remains a trade secret.

7. Remedies and law

A breach of this Agreement could harm the Business in ways that money alone cannot put right, so the Seller may ask a court for an order to stop a breach, as well as any other remedy the law allows. If any part of this Agreement cannot be enforced, the rest still applies. It is governed by the laws of [Governing law].

Signatures

Seller: ____________________________ [Seller name] Date: ______________

Prospective Buyer: ____________________________ [Buyer name] Date: ______________