Confidentiality agreement (acquisition)

This document can be used to facilitate the free supply of information by the seller to the potential purchaser in an acquisition concerning shares or assets and liabilities. This is required as without it the potential buyer could disclose the information received from the potential seller to the competitors of the Target. If for some (real or fictitious) reason the transaction falls through, it is essential that the Target company has not lost its position in the market as a consequence of the supply of information about it to the potential buyer.

The potential transaction is described. The potential seller undertakes to supply all necessary information. The potential buyer undertakes not to make independent inquiries with management etc. of the Target. The information to be held confidential is defined. The duty to keep confidential is defined as well as the exceptions thereto. It is defined upon who the duty to keep confidential rests. One can add a penalty clause. The return of documents is arranged for. You can select a forum to decide disputes (Netherlands Arbitration Institute or dispute resolution by the courts).

You will need various data concerning the potential buyer, the potential seller and the Target.