Confidentiality Agreement (Share Or Asset Sale)
This Confidentiality Agreement (Share or Asset Sale) can be used to protect a target company’s confidential information when a third party is interested in purchasing either the entire issued share capital or the assets and undertaking of the target company.
This document has been updated for Brexit. References to data protection legislation have been updated with reference to the UK GDPR.
The Confidentiality Agreement (Share or Asset Sale) should be printed on the potential Buyer’s headed paper. In the first paragraph, the appropriate wording in square brackets should be chosen depending on whether a share sale or an asset sale is contemplated. In the first sentence of paragraphs 1 and 15, again, the appropriate wording should be chosen depending on the nature of the proposed transaction. The second sentence in paragraph 1 is optional and may be useful if the potential Buyer is a quoted company which may be required to make an announcement.
If the potential Buyer has no subsidiaries, then the whole of paragraph 12 and the words “or any subsidiary of ours” in paragraph 15 can be deleted.
The agreement should be signed by a Director of the Buyer who is authorised to do so and countersigned by a Director of the target company.
This agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes. Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
Once you have purchased access to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.
This document can also be found in the Business Sale Documents Subfolder, entitled Confidentiality Agreement - Share/Asset Sale.