SayPro Monthly January SCSPR-98: SayPro Monthly Primary School Uniform Manufacturing Business for Sale by SayPro Bulk Manufacturing Machine Strategic Partnerships Office
Facilitate Business Sale: Templates to Use (Confidentiality Agreement)
Confidentiality Agreement Template
This Confidentiality Agreement (“Agreement”) is entered into on this [Date] by and between:
SayPro, a [Business Entity Type] with its principal office located at [Address] (“Disclosing Party”), and
[Prospective Buyer Name], a [Business Entity Type] with its principal office located at [Address] (“Receiving Party”).
1. Purpose
The purpose of this Agreement is to establish terms under which the Disclosing Party will disclose confidential business information (“Confidential Information”) to the Receiving Party for the sole purpose of evaluating the potential acquisition of the Primary School Uniform Manufacturing Business (“Business”) owned by the Disclosing Party.
2. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” includes, but is not limited to:
- Business Financials: Income statements, balance sheets, tax returns, profit and loss statements, budgets, and forecasts.
- Business Operations: Manufacturing processes, production methods, employee data, contracts with suppliers and customers, and vendor relationships.
- Intellectual Property: Patents, trademarks, copyrights, and proprietary designs, processes, or technologies.
- Customer and Supplier Information: Customer lists, pricing strategies, contracts, and any proprietary supplier details.
- Other Sensitive Information: Any information marked as confidential or proprietary, or that would reasonably be understood to be confidential, disclosed during discussions, due diligence, or other interactions related to the sale of the Business.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
- Confidentiality: Maintain the Confidential Information in strict confidence and not disclose it to any third party, except as necessary for the evaluation of the acquisition and only to those individuals or entities who need to know, provided they are bound by similar confidentiality obligations.
- Use of Information: Use the Confidential Information solely for the purpose of evaluating the potential acquisition and not for any other business or personal purpose.
- Care and Protection: Take reasonable measures to protect the confidentiality of the information, including, without limitation, implementing safeguards equivalent to those used to protect its own confidential information.
- Return or Destruction of Information: Upon request by the Disclosing Party or upon the termination of this Agreement, promptly return or destroy all Confidential Information in the Receiving Party’s possession or control.
4. Exclusions from Confidential Information
Confidential Information does not include information that:
- Was publicly available at the time of disclosure or becomes publicly available without breach of this Agreement;
- Was known to the Receiving Party prior to disclosure, as evidenced by written records;
- Is disclosed by the Receiving Party with the prior written consent of the Disclosing Party;
- Is disclosed to the Receiving Party by a third party not in violation of any confidentiality obligations.
5. Term of Confidentiality
The obligations of confidentiality under this Agreement will remain in effect for a period of [two (2) years] from the date of disclosure of the Confidential Information, unless otherwise agreed in writing by both parties. If the acquisition does not proceed, the Receiving Party agrees to keep the Confidential Information confidential for the duration of this period.
6. No License or Ownership
Nothing in this Agreement grants the Receiving Party any rights, title, or interest in or to the Confidential Information, except as specifically set forth in this Agreement. All Confidential Information remains the exclusive property of the Disclosing Party.
7. No Obligation to Proceed
This Agreement does not obligate either party to proceed with any transaction, including the purchase or sale of the Business. Both parties are free to terminate discussions at any time without liability, except for the confidentiality obligations outlined in this Agreement.
8. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of the state or country in which the Disclosing Party is incorporated, without regard to its conflict of law principles. Any disputes arising under this Agreement will be subject to the exclusive jurisdiction of the courts located in [Location].
9. Remedies
The Receiving Party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party, and therefore, the Disclosing Party may seek injunctive relief or other equitable remedies in addition to any other legal remedies.
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the confidentiality of the disclosed information and supersedes all prior agreements or understandings, whether written or oral, regarding the same subject matter.
11. Amendment
This Agreement may only be amended or modified in writing and signed by both parties.
12. Execution
By signing below, both parties acknowledge and agree to the terms and conditions set forth in this Agreement.
Disclosing Party (SayPro):
Name: __________________________
Title: __________________________
Signature: ______________________
Date: __________________________
Receiving Party (Prospective Buyer):
Name: __________________________
Title: __________________________
Signature: ______________________
Date: __________________________
Additional Notes for Customization:
- Effective Date: Ensure the date of execution is accurately filled in at the top of the Agreement.
- Jurisdiction and Governing Law: Specify the governing law and jurisdiction based on the location of the Disclosing Party (SayPro).
- Duration of Confidentiality: The confidentiality period can be adjusted based on the nature of the business and the specifics of the transaction.
Conclusion:
The Confidentiality Agreement is a crucial document to protect sensitive business information during the sale process. It ensures that prospective buyers are legally bound to maintain the confidentiality of all disclosed information and use it solely for the purpose of evaluating the business opportunity.
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