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In the editorial board of journal Pravnik, we strive to ensure that different areas of law are represented in individual issues of the magazine, while at the same time, the criteria for publication in an individual issue is also the topicality of the discussed topic.

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Number 9-10/2022

Non-Disclosure Agreement in Sale of Business

The protection of confidential information and trade secrets during the sale of a company is crucial not only for the position of the target company on the market, but also for the success of the sale transaction itself. Due to the complexities of the sale process, a large amount of information is exchanged between the target company as seller and the (potential) buyers. Confidential information and trade secrets present the greatest risk, and it is in the target company’s interest that this information is disclosed gradually. On the other hand, potential buyers seek to obtain as much information as possible as early as possible in the sale process to facilitate their decision on a future purchase of the company. Therefore, it is critical for the success of the process that the par- ties strike the right balance between the amount of information disclosed and the amount of information withheld in relation to each stage of the process. In doing so, all parties should be aware of all the risks and pitfalls involved in protecting confidential information and trade secrets.

Key words: non-disclosure agreement, sale of a business, trade secret, confidential information, exchange of information, disclosure of information, protection of trade secrets, Trade Secrets Act, Directive (EU) 2016/943.

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Number 11-12/2022

Trade Secret Protection in the Sale of a Business

Trade secret protection in the sale of a business is vital for protecting the interests of both the seller and the (prospective) buyer. The conclusion of an appropriate non-disclosure agreement is a fundamental measure for regulating the protection of trade secrets throughout the sales pro- cess. It is important that the management of the target company rig- orously protects confidential information and recognises the necessity of controlling the flow of information between the target company and potential buyers. Despite the meticulous drafting of non-disclosure agreements, it is important to understand that even the most stringent agreements amount to merely a "piece of paper”. Hence, controlling the information flow is crucial to ensure the security of business informa- tion throughout the sales process. In this process, due diligence emerges as a necessary component of the process, giving the potential buyer in- sight into the target company’s business. It should be borne in mind that any disclosure of business information may be risky and requires ap- propriate safeguards and controls over the information flow throughout the sales process.
Key words: trade secret, the sale of a business, due diligence, right to information, non-disclosure agreement, protection of trade secrets.
 


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