Confidential Information - A List of Issues to Consider
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11 October 2013
During any purchase or sale of a business, the buyer will always want
to be fully aware of the position of the business the buyer is
acquiring. The seller will therefore need to disclose confidential
information to the buyer and the seller will want to ensure that any
information disclosed remains confidential regardless of whether the
transaction proceeds or not. The seller will therefore want to ensure
confidentiality and non disclosure agreements are put in place. Below
are several issues which need to be considered when disclosing
- Who are the parties to the
agreement? Is the
buyer part of a group, does the group need to be included as a party,
do any third parties need to be bound by the agreement, e.g. advisers
and employees, etc.
- Has confidential information
been defined and
the confidential information identified? This includes limiting the
definition of confidential information to the most crucial information
and does not include information that is already public knowledge and
known to the buyer.
- Where appropriate, the
information needs to be
marked “confidential”, with all the formats the information can take
also being identified.
- All current information held
by the seller
needs to be reviewed to check the current confidentiality undertakings
and adequate security procedures need to be put in place.
- Any disclosure of
information should be
planned between the parties, with a schedule being put in place
identifying when disclosure is to take place, where and who the
information may be disclosed to.
- Is there a contingency plan
in place should the deal fall through or if the information is leaked?
- Ensure all formalities have
been carried out
and the agreement has been executed correctly with each party keeping a
Written by Muhammed Poswall
About the Author
Solicitors offer services and advice for litigation,
commercial contracts, Intellectual Property and IT legal agreements. We
are experts in commercial law with a heavy emphasis on Intellectual
Property, Internet and e-commerce law. Lawdit is a member of the
International Trademark Association, the Solicitors' Association of
Higher Court Advocates and we are the appointed Solicitors to the
largest webdesign association in the world, the United Kingdom Website
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Article Published/Sorted/Amended on Scopulus 2013-11-01 10:02:11 in Legal Articles
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