Confidentiality Agreement (Share/Asset Sale)

This Confidentiality Agreement (Share/Asset Sale) is designed to protect a target company’s confidential information where a third party is considering acquiring either the entire issued share capital of the target company or its assets and undertaking.

This document has been updated to include an appropriate reference to GDPR.

What does Confidentiality Agreement (Share/Asset Sale) do?

It sets out confidentiality undertakings regulating how the potential buyer (and, where relevant, its group) may use and disclose information provided during negotiations and due diligence.

What does Confidentiality Agreement (Share/Asset Sale) cover?

• A confidentiality framework suitable for either a proposed share sale or a proposed asset/business sale.
• Provisions dealing with disclosure within the buyer’s group, where relevant.
• Optional drafting intended to help where the potential buyer is a quoted company and may be required to make an announcement.
• GDPR-related wording, reflecting the fact that confidential information and associated data may include personal data.

When should you use Confidentiality Agreement (Share/Asset Sale)?

Use this agreement before disclosing sensitive commercial information to a potential buyer in connection with either a share sale or an asset/business sale.

It may be particularly useful where the potential buyer has subsidiaries (or may need to share information with group companies), or where announcement obligations could be relevant.

Confidentiality Agreement (Share/Asset Sale) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.