New York Private Equity Lawyer & Attorney : Geoffrey Parnass : Corporate & Business Law

Here is a form for Non Competition Agreement.

This is an agreement between a purchaser and key stockholders in which the key stockholders agree to enter into a non-competition agreement as a condition to purchaser’s obligations under the agreement. During a set period of time, each key stockholder shall not engage in any business similar to the one conducted by the company nor shall he use or disclose any confidential information which has been proprietary to the company and subject to efforts by the company to maintain its confidentiality. The agreement contains also provisions regarding the remedies in case of breach of the agreement.

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Here is a form for Mutual NDA.

This agreement between two parties outlines confidential materials or knowledge the parties wish to share with one another for certain purposes, but wish to restrict from generalized use. It prevents one party to disclose information received from another party.

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Here is a form for Letter of Intent.

This document is useful when a buyer wishes to express interest to purchase the assets necessary for the conduct of a software development business from a seller. It includes provisions regarding assets to be purchased (such as the software itself, intellectual property rights, customer lists and the goodwill associated therewith), purchase price and employees.

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Here is a form for Checklist for Acquisition of a Private Company.

This checklist is to consider when reviewing the purchase of a privately held company. The list requires consideration of information such as accounting and financial, agreement preparation, antitrust and regulatory, asset schedules, employees issues and benefits, intellectual property and tax and insurance issues. It requires the drafting of a confidentiality agreement, the coordination with customers and vendors and establishment of a data room. The checklist contains also a list of the documents that a company must furnish in connection with a potential acquisition transaction.

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