Introduzione. – I. Natura e struttura del contract of sale. – II. La negoziazione del contrat de vente. – III. Recitals, definitions. – IV. Sale and purchase price. – V.

Insurance and guarantees e il problema dell`indennizzo. – Vi. Termination of the contract e rimedi legali. – VII. The exit. – VIII. Conciliation. – Annex. Sales contract. Pagg.

285 – € 26. […], an Italian capital company whose registered office is located in […], with a share capital of € […] registered as No . […] in the commercial register […], in exchange for […], Mr[…] duly authorised to conclude that contract … (the “Seller”) 5.1 Confidentiality Agreement or Confidentiality Agreement 1. The purchase price is “definitive and binding” questa clausola è valida nel diritto italiano, quando è interpretata nel senso che il contratto è novativo rispetto ai precedenti accordi che vengono quindi estinti. As has already been said, we find at the bottom of the text the real sale and purchase agreement, which allows the reader to immediately check the comment on the various clauses that have been proposed previously. If we consider the text of the BSG, there is no shortage of concerns, especially formal and stylistic. It begins with definitions where, in some cases, the definition is introduced by the more contemporary “shall have the meaning”, while in other cases, the most modern “means” (either of the two styles) are used.

The other question concerns the division of each article, considering that it is structured at several levels in accordance with Anglo-Saxon design techniques: in the ZB of the annex we find two different partitions: the first with four levels (1, 1.1., 1.1.1., a)/b)/c, etc.), such as.B. in Articles 3 and 4, the second to three levels (1., a)/b)/c) etc., (i)/ii/iii/), cf. Articles 2 and 12.2. which, in my view, may make the reader less direct about the clarity of the “making available” of contractual agreements. Last but not least, the structure of some clauses and some of the terms used in them act, at least in my opinion, a bit “Italian”. A first letter that the parties exchange is called a confidentiality agreement or non-disclosure agreement. It is an agreement for the confidentiality or non-proliferation of data acquired in the course of negotiations. This letter is justified by the purpose of the Treaty; Its raison d`être lies in the fact that the potential buyer could, across and during the line, draw attention to data relevant to the activities of the target audience, data and information that he could use for himself without buying the target. A company that carries out an entrepreneurial activity has important and non-material assets (often as know-how, human and intellectual capital, intangible resources or assets, etc.) that are not or are not kept secret, they lose much or even all of their value. It is therefore all the more necessary to sign a confidentiality or non-disclosure agreement, the more the objective is a company in which know-how and intangible assets are important.

The potential buyer, to start negotiations on the assignment of the lens, has the task of signing a confidentiality or non-disclosure agreement: if he does not consent, he can not act. . . .