Nondisclosure agreements

Example of Non Disclosure Agreement for sale of a business or website

Tip:

You don't know if the postal address they gave you is valid. Sending an NDA to their home address is one way of confirming the buyer lives where he says he does.

Sample NDA format:

Note: This draft Non-disclosure agreement is posted just as an example and gives an idea of what goes into an NDA for the sale of a company or a site. It is not meant to replace professional legal advice. Get a lawyer to draw up your own NDA based on the current law in your country. The below draft NDA is not for use in a transaction.

You can download this below NDA in text format (right click to save). Customise it for your own use by editing the text in <> brackets. Note that the copyright notice needs to be left intact at the bottom.

Also available: Contract for the Sale of a Website

Draft NDA

In this Undertaking: 

"You" and "your" means Mrs A Seller, contactable on the below address at the end of this document. 

"We" "Us" and "Our" means the undersigned individual, group, company, organisation or connected individuals or companies, together with all their agents, associates, associate firms and companies, their affiliates, other firms or companies including without limitation any associated company or business, and any shareholder in such companies or partner in such business; any manager, director or employee, agent, contractor, or consultant of any such party, or family member of any such party, or any other connected person.

 
The "Property" refers to the internet website and the business that is the internet website the full name and details of which You may disclose in the Memorandum of Sale.

"Confidential Information" means information (in whatever format and medium and whether written or oral) directly or indirectly concerning your business together with any other information which You designate or identify as being confidential. It also includes

A) such information that becomes accessible or apparent when the information disclosed is combined with publicly available information such as the information on Your Website and

B) The identity of Yourselves, the owners of the Property or that the fact that the Property and/or its potential sale is under discussion

“Memorandum of Sale” (see sample) is the document You have compiled in good faith to present us with facts about the business.

In consideration of You disclosing or agreeing to disclose to us Confidential Information, We undertake that We: 

1. Shall treat the Confidential Information disclosed by whatever means as being strictly private and confidential;

2. Shall take all reasonable measures to maintain its status as such;

3. Shall use the Confidential Information solely for the purposes of evaluating the Property (the "Permitted Purpose") with a view to the acquisition of that Propery (the "Proposed Transaction"), and not for any other purpose (including but without limitation to procuring any commercial advantage);

4. Shall provide You with all information, co-operation, facilities and access to enable you to perform legal, regulatory and contractual obligations prior to or after the Proposed Transaction to monitor Our observance of this Undertaking; 

5. Shall not at any time disclose or allow access by any person any of the Confidential Information other than to:

5.1. Those of our directors/partners or other members of senior management who require knowledge of the Confidential Information to achieve the Permitted Purpose; 

5.2. The accountant, legal adviser, and other professional advisers, and solely for the purpose of soliciting their professional advice on the Permitted Purpose and Proposed Transaction; 

5.3. Any other person You approve in writing in advance.

6.1. Shall invoke all of the persons referred to in paragraphs 5.1 to 5.3 to whom part or all of the Confidential Information is disclosed to hold it to the same level of Confidentiality incumbent on Us and with the condition that they shall not disclose it to any party except to those persons as permitted by paragraphs 5.1 to 5.3. Our obligations to invoke the confidentiality of such information shall apply mutatis mutandis to such persons and;

6.2. Shall maintain a record of entities or persons to whom any Confidential Information together with the actual information disclosed to them, and that this record is made available to You upon request;

7. Shall not reproduce the Confidential Information or any part thereof in any format or media except with Your prior written consent, and We shall whenever requested by You, immediately return or require the immediate return to You of all matter in tangible form which is part of the Confidential Information and that all copies (whether made by us or a third party) will be destroyed. On Your request We shall ensure that any third persons referred to in paragraph 5 to whom Confidential Information has been disclosed either returns to You all copies of that information or confirms in writing to You that all their copies of that information have been destroyed. We shall similarly destroy or ensure the destruction of any documents, analyses, reports, studies, compilations, and other materials prepared by Us or on our behalf which reflect on or are prepared from any of the Confidential Information;

8. Shall not disclose to any third party (except as under 5.1, 5.2 & 5.3) the fact that negotiations / discussions are taking place or have taken place concerning the Proposed Transaction or any of its terms/conditions or that Confidential Information has been made available to us or to the parties under 5.1, 5.2 and 5.3;

9. Shall promptly advise You of all access, information, co-operation, assistance, services or help provided by Your trading partners to Us, and will disclose to You in writing all information in Our possession, power or control relating to such interactions with Your trading partners.; 

10. Shall not make contact or approaches of any kind to Your employees, other websites or businesses who link to Your website, Your trading partners, or other parties who have any arrangements with Your Property or business; nor with Your suppliers nor any government or regulatory body; nor with any other person connected with Your site without Your prior knowledge and written consent.

10.1 Shall not, for a period of 24 months from today, use Your Property or the information on Your Property to source link partners or business partners for any business/es or site/s that we own, business/es or site/s that we acquire, or business/es site/s that we are in any way connected with;

10.2 Confirm that if we conduct any analysis of Your Property including the organisation of data on Your Property, the content, other technical and non-technical features, the advertisements and advertisers on Your Property, or other websites and businesses in any way connected with Your Property, we shall not use or cause to be used the information so collected to the advantage of any business except Yours.

10.3 Shall not click on any advertisements on Your Property or on pages that Your Property causes to open; nor shall we place any orders on Your Property, test your Property with any spiders, bots or automated tools - including but not limited to using third party APIs - or cause automated page impressions on Your Propery without Your prior written permission; and that we shall procure that all of the parties mentioned in 5.1, 5.2, 5.3 are also so obliged;

11. Shall not from the date hereof until five years from the termination of negotiations (except in the case of completion of the Proposed Transaction between you and us) seek to entice away from your business any current link partners, advertisers, or advertising agents, or otherwise seek to interfere with your business;

12. Shall notify you promptly upon becoming aware of any unauthorised disclosure, copying, use or loss of all or any part of the Confidential Information and we accept that we shall be responsible for any breach of any of the terms of this Undertaking by us or those persons to whom we provide the Confidential Information. 

13. Immediately upon sale of our Company or merger of our Company with a third party, We shall return to You all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Confidential Information,

14. Shall upon request and at our expense confirm to you by statutory declaration or in writing (at your option) our compliance with the provisions of this Undertaking.

15. We have sufficient funds or access to funds to complete the Proposed Transaction at the price at which it is advertised.

15.1 We do not currently own and are not currently connected with any website/s that are in direct or indirect competition with Your Property the subject matter of which has already been disclosed to Us.

16. We are acting in this Proposed Transaction with the intent of acquiring Your Business/ Website and are acting as principal and not as agent or broker for any other person or entity.

17. We shall not and have not entered into any agreement in reliance upon any representation written or oral made by anyone on Your behalf.

18. You are not responsible for nor make any representation or warranty, express or implied, with respect to the information provided in the Confidential Information; nor to its completeness, or the contents of any other document or data supplied to us in relation to this Undertaking including, without limitation, any warranty of merchantability or of fitness for a particular purpose.

19. We accept that You will not be liable for any loss or damage - including incidental loss or damage - suffered by Us as a result of You supplying the Confidential Information, in particular (but without limitation) as a result of any genuine errors or inaccuracies in any of the Confidential Information or other information supplied by You.

20. None of Your intellectual property or Your proprietary rights in the Confidential Information are transferred or licensed to us by virtue of this agreement. 

21. No right or licence is granted to Us or Our advisers in relation to the Confidential Information except as set out above.

22. You (the Data Controllers) (as defined in the Data Protection Act 1998) may hold and process any data and information provided by Us. We accept that You will have unlimited rights to use such information in any way You choose including without limitation the publication of details of the Proposed Transaction after completion. We agree that you may contact us by any means including without limitation mail, SMS text messaging, e-mail, fax or telephone in relation to the Confidential Information or the Proposed Transaction.

23. Nothing contained in this Undertaking shall compel You to provide Us with information relating to You or Your Business / Website which We request. You shall be entitled at Your discretion to decline to supply Us with all or any information.

24. Nothing contained in this Undertaking shall in any way restrict our right to use, disclose or otherwise deal with any of the Confidential Information if and to the extent that at the time it was imparted to us it was in the public domain or it subsequently becomes so available, other than when it becomes publicly available as a result of a breach of this Undertaking by Us or by any person referred to in paragraph 5.1, 5.2 or 5.3.

25. Damages may be a wholly inadequate measure of loss in the event of any breach of the terms of this Undertaking and accordingly agree that in such event You shall be entitled to seek specific enforcement of these terms (by injunction or otherwise) on such terms as any Court with jurisdiction may deem just and proper.

26. We have read and accept fully the Disclaimer below: 

Should You forward us the Memorandum of Sale We accept that it and its contents do not and are not intended to constitute an offer for sale of the Business / Website or any assets of the Business /Website. For the avoidance of doubt there is no intention to create a legal buyer-seller relationship and such a relationship will not come into existence unless and until a formal written contract of sale has been entered into. The content of the Memorandum of Sale or any other Confidential Information imparted by You is not intended to address our particular requirements. We will carry out our own due diligence in respect of the Memorandum of Sale and satisfy ourselves as to the accuracy of all matters. You do not make any representation with respect to and do not warranty any information provided under this agreement, but shall furnish such in good faith.

27. At no time shall any failure by You to enforce or exercise any of Your rights under this Undertaking be construed as a waiver of Your right to exercise or enforce that - or other rights - in future. 

28. This Undertaking is governed by English Law and each party submits to the non-exclusive jurisdiction of the Courts of England and Wales.

Signature:
& Date:

Full name:

Phone Number:
Mobile Number (if available):
Facsimile Number (if available):

E-mail address:

(If on behalf of a company)
Company Name:
Address:

Company phone number:
My position in the company: 




Mrs A Seller
5 Any Road
Anytown
UK