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Home Q&A Forum Is confidentiality required in an asset purchase agreement?

Business Contracts

Asset Purchase Agreement


Asked on Oct 13, 2023

Is confidentiality required in an asset purchase agreement?

I am considering purchasing a business asset and the seller has presented me with an Asset Purchase Agreement. I understand that these agreements typically contain confidential information, but I am not sure if confidentiality is required in this particular agreement. I would like to know whether confidentiality is necessary and what the consequences might be if the agreement is not kept confidential.

1 Attorney answer


Business Contracts


Answered 260 days ago

Merry A.

ContractsCounsel verified

Business Lawyer
Licensed in Washington
Free Consultation

There is no requirement for confidentiality in ANY type of contract; this is a negotiated term, like all other terms in any contract (except that in some instances, such as WA State Residential Landlord/Tenant contracts, state law may supercede terms in a lease that would violate the law). As far as breach of a confidentiality term (or any other term) in a contract, often the contract itself will state what the consequences may be for a breach - however, if this is not specified, the other party could sue for breach of contract - what a court may decide to award would generally be based on the amount of damages the Plaintiff incurred by having the breach occur. If you are considering buying a business, I urge you to have all paperwork, your business plan, your finances, and all other important documents and information reviewed by a business attorney prior to signing anything at all.

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