You're strongly advised to use a Non-Disclosure Agreement (NDA) to keep a lid on your proprietary business information. It's a legal contract between at least two parties that outlines the confidential material or information that the parties need to share with one another for certain purposes, whilst restricting access to, or by, 3rd parties.
Having an NDA in place helps protect your trade secrets and other sensitive information from getting into the wrong hands. Get this signed by the potential recipient before sharing any confidential information, like your Business Sale Memorandum, so both parties understand in advance their commitment to confidentiality.
From time-to-time during this Agreement, (insert name) henceforth known as the "Seller" of (insert name of business or corporation), henceforth known as the "Business",and designees of the Business nominated by the Seller shall disclose to (insert name), henceforth known as the "Recipient", certain confidential information or trade secrets generally regarding the Business:
(Insert short description of the type of information to be disclosed)
The Recipient agrees that they will not disclose the information so conveyed unless in conformity with this Agreement and shall, with reasonable diligence and measures, protect the same from disclosure.
These reasonable measures may include the Recipient requiring each of his/her authorized designees to sign an agreement of non-disclosure, similar to this Agreement, to protect against disclosure of the Seller’s commercially sensitive information including, although not restricted to, materials in documentary or photographic form, or verbal descriptions of proprietary equipment, processes or systems.
All written information which the Seller claims is confidential, shall be clearly marked "Strictly confidential, not to be disclosed" on every page, before distribution to the Recipient or his/her authorized designees.
The obligation of non-disclosure shall not apply to information that can be proven to have been known to the Recipient prior to the execution of this Agreement.
The obligation of non-disclosure shall terminate if and when any one of the following circumstances occurs:
- the information loses its status as confidential through no fault of the Recipient;
- the information is disclosed publicly by the Business;
- the confidential information becomes known to the public without the fault of the Recipient or nominated designees;
- a period of (insert number) months passes from the disclosure date of the information;