Non-disclosure agreement (NDA)
A contract obliging the parties to keep confidential the information disclosed during the transaction process.
The non-disclosure agreement (NDA) is regularly concluded before substantive talks begin and before the due diligence. It defines confidential information, permitted purposes of use, the authorised group of recipients and the duration of the confidentiality obligation. It is often combined with the letter of intent.
For enforcement NDAs often contain contractual penalties, because the actual loss from a breach of confidentiality is hard to prove. In Austria the protection of trade secrets under the UWG applies in addition. A post-completion non-compete clause requires a separate provision.
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This explanation gives a general overview of Austrian law and does not replace advice in an individual case. The specific circumstances of your transaction are always decisive.
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Letter of intent (LOI)
A declaration of intent at the start of a transaction recording the key terms and process, but as a rule not yet binding the parties to conclude the deal.
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Due diligence
The careful examination of the target company before the purchase from a legal, tax, financial and operational perspective.
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Non-compete clause
A contractual undertaking by the seller not to compete with the sold business for a defined period.
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