Sales NDA for Closing Document Sharing

Sales NDA For Closing Document Sharing Template

This Sales Non-Disclosure Agreement ("Agreement") is made and entered into on this [Date], by and between:

[Your Company Name], with its principal place of business at [Your Company Address] ("Disclosing Party"), and

[Second Party], with its principal place of business at [Second Party Address] ("Receiving Party").

Collectively, the Disclosing Party and Receiving Party may be referred to as the "Parties."

WHEREAS, the Parties are engaged in discussions regarding the potential sale or acquisition of certain assets or businesses;

WHEREAS, in connection with these discussions, it is necessary for the Disclosing Party to disclose certain confidential and proprietary information to the Receiving Party;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Confidential Information

The term "Confidential Information" shall refer to all non-public and proprietary information, including but not limited to financial data, customer lists, trade secrets, business plans, intellectual property, and other proprietary information, disclosed by the Disclosing Party to the Receiving Party in connection with the potential sale or acquisition.

2. Purpose

The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating the potential sale or acquisition and related discussions.

3. Obligations

The Receiving Party agrees to maintain the confidentiality of the Confidential Information and shall not disclose, reproduce, distribute, or use the Confidential Information for any purpose other than as expressly permitted in this Agreement.

4. Duration

The obligations of confidentiality under this Agreement shall remain in effect for a period of three years, commencing on the Effective Date of this Agreement, unless terminated earlier by written agreement of the Parties or upon the occurrence of an event that renders the Confidential Information public through lawful means.

5. Permitted Disclosures

The Receiving Party may disclose the Confidential Information to its employees, agents, and advisors who have a need to know the information for the purpose outlined, provided that such individuals are bound by similar confidentiality obligations.

6. Exclusions

The obligations set forth in this Agreement shall not apply to information that is:

6.1: Already in the public domain at the time of disclosure;

6.2: Independently developed by the Receiving Party without reference to the Confidential Information;

6.3: Obtained from a third party without any breach of confidentiality.

7. Consequences Of Breach

Any breach of this Agreement may result in legal action to seek damages, including injunctive relief, and the breaching party shall be responsible for all reasonable legal fees and costs incurred by the non-breaching party.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the Parties hereto have executed this Sales Non-Disclosure Agreement as of the date first above written.

Disclosing Party:


[Your Name]

[Your Title]

[Your Company Name]


Receiving Party:


[Representative Name]


[Receiving Party Name]


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