A jurisdiction-neutral standard form confidentiality agreement (also known as a non-disclosure agreement or NDA) for use in connection with a proposed sale of the business and assets of a company, where both the buyer and seller are companies and the seller is incorporated outside the UK. This document is in the form of an agreement rather than a letter.

This document has been adapted from Standard Document, Confidentiality agreement: corporate seller: acquisitions to provide a plain English, UK-style jurisdiction neutral starting point for local counsel to adapt in cross-border transactions.

For a form of confidentiality agreement to use in connection with the cross-border acquisition of a company's share capital (or equivalent equity interest), see Standard Document, Confidentiality Agreement (UK Style): Cross-Border Share Acquisitions.

The document contains integrated Drafting Notes discussing key legal, Negotiating and Drafting Issues.