This document is a confidentiality agreement to be used at the commencement of discussions in relation to a business sale, a sale of shares in a company or units in a trust.

The document can be used at the commencement of discussions or a due diligence, in order to bind the proposed purchaser to obligations of confidentiality in relation to information to be provided by the vendor.

The agreement can also be used to ensure exclusivity of negotiations between the parties if the appropriate modifications are made.

The obligations in this agreement are two-way.

Using this document

This document will serve as a guide to the sorts of matters which will need to be considered by parties and their advisers at the various stages of the transaction. It will provide guidance as to the sorts of matters that may need to be included in the relevant contract.

This document should be carefully reviewed and amended as appropriate, in light of the circumstances of the transaction. Revenue implications (especially stamp duty and income tax) will affect a large number of aspects of the transaction, and these should be the subject of separate consideration in each case.

This document has been authored for LexisNexis by Rosalyn Gladwin, Principal, Gladwin Legal.

This document is prepared with the assistance of Specialist Editor Murray Landis, Partner, K&L Gates.