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Confidentiality Agreement For Sale Of Business Template for Philippines

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Key Requirements PROMPT example:

Confidentiality Agreement For Sale Of Business

"I need a Confidentiality Agreement For Sale Of Business under Philippine law for my manufacturing company's planned sale in March 2025, with specific provisions for protecting trade secrets and customer data, plus requirements for potential buyers to return or destroy all confidential information if the sale doesn't proceed."

Document background
The Confidentiality Agreement For Sale Of Business is a crucial legal document used in the Philippine business environment when a company or business owner is considering selling their business and needs to share sensitive information with potential buyers. This agreement is essential before commencing due diligence processes and detailed sale negotiations, as it protects proprietary information, trade secrets, customer data, and other confidential business details. The document must comply with Philippine legislation, including the Data Privacy Act of 2012, the Civil Code, and the Corporation Code. It's particularly important in the Philippine context where business relationships often involve family-owned enterprises and closely-held corporations, requiring careful protection of sensitive information during ownership transitions.
Suggested Sections

1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any authorized representatives

2. Background: Context of the business sale and purpose of the confidentiality agreement

3. Definitions: Key terms including 'Confidential Information', 'Business', 'Transaction', 'Authorized Purpose', and 'Representatives'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale

5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors

7. Security Measures: Required measures to protect confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed

9. Duration of Obligations: Time period for which confidentiality obligations remain in force

10. Remedies: Available remedies in case of breach, including injunctive relief

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

12. General Provisions: Standard provisions including entire agreement, amendments, and severability

Optional Sections

1. Non-Solicitation: Prevents solicitation of employees, customers, or suppliers - include when protecting business relationships is crucial

2. Non-Competition: Restricts competitive activities during the sale process - include when there's risk of competitive misuse of information

3. Data Privacy Compliance: Specific provisions addressing compliance with Philippine Data Privacy Act - include when personal data is involved

4. Public Announcements: Controls over public statements about the potential transaction - include for high-profile or sensitive transactions

5. Insider Trading Prevention: Provisions preventing trading on inside information - include if either party is publicly listed

6. Representatives' Compliance: Detailed obligations for representatives accessing confidential information - include when multiple parties need access

7. Surviving Obligations: Specific obligations that continue after agreement termination - include for long-term protection needs

Suggested Schedules

1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

2. Schedule 2 - Specific Confidential Information: Detailed categorization of confidential information types specific to the business

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Appendix A - Acknowledgment Form: Form for representatives to acknowledge confidentiality obligations

5. Appendix B - Information Return Certificate: Certificate confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ 红杏直播 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses






























Relevant Industries

Manufacturing

Retail

Technology

Financial Services

Real Estate

Healthcare

Hospitality

Professional Services

Consumer Goods

Energy

Telecommunications

Agriculture

Transportation

Education

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk Management

Compliance

Corporate Secretariat

Business Development

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Manager

Corporate Lawyer

Investment Banker

Due Diligence Specialist

Mergers & Acquisitions Manager

Company Secretary

Finance Director

Legal Counsel

Business Owner

Corporate Advisory Manager

Risk Management Officer

Compliance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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