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  • #997513
    Chrispro
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    Hi,
    I am looking to sell a portion of my business. When an actual agreement has been reached I will engage a solicitor to draw up a contract. But in the meantime the prospective purchaser wants to see some more specific information – client lists, etc.

    I’m aware I should likely get him to sign an NDA before providing this. But what is the difference (if there is one) between and NDA and a Confidentiality Agreement? Do I get him to sign both – and is there a standard form I can download?

    More important than this though is the fact that I want to protect myself from the possibility that he could try and poach some of my clients once he sees the list (if he decides not to purchase the business). I have already told him that some clients are due for large works which will be coming up. With the client list it wouldn’t take Einstein to work out which ones are likely. So, is there a clause I can add to an NDA to protect myself in this regard? Or a totally separate document altogether?

    Thanks in advance.

    #1212364
    Ross Forrester
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    The words non disclosure agreement and confidentiality agreement are used interchangeably.

    I strongly suggest getting a lawyer to draft the CA. It is not that expensive if you go to a quality suburban firm and you will get them on board later on anyway.

    If you are paranoid about going the cheap option, which I don’t recommend, Google has quite a few.

    Their is no standard. And I have seen these things go over 40 pages.

    And don’t underestimate the importance of trust. If you don’t trust him don’t show him anything – regardless of the fancy paperwork he signs.

    #1212365
    bb1
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    Great to have an NDA drafted by a solicitor, but it all comes down to will the person signing it really care anyhow.

    Sure they sign, but then what will you do if they breach it. To take someone to court because they have breached an NDA or other legal document, could cost you Mega dollars, and many many months or years to defend in court, by which time your business may already have gone down the tubes anyhow.

    Not saying don’t do it but you need to think of the flip side, if they do actually breach it. It’s a threat you can use, but is it a threat you can defend?

    #1212366
    Chrispro
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    Thanks for the comments gents. Yeah – that was sort of my concern – it’s one thing to have an NDA, but quite another to enforce it I guess. The value of the business would not be worth the cost/time/heartache of taking it to court. So it seems it’s really a matter of just biting the bullet, hoping for the best and showing him the info if I want to make the sale.

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