Non-Disclosure Agreement (NDA) Tailored for the Purpose of Evaluating a Physiotherapy Practice for Sale in Hong Kong
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Non-Disclosure Agreement (NDA) Tailored for the Purpose of Evaluating a Physiotherapy Practice for Sale in Hong Kong
NDA (Non-Disclosure Agreement)
This is a standard template for a Unilateral Non-Disclosure Agreement (NDA) suitable for the "Seller" (Disclosing Party) in the context of a potential M&A transaction.
NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (the "Agreement") is effective as of the date last signed below (the "Effective Date").
1. Parties
This Agreement is entered into by and between:
Disclosing Party: The Company: [LEGAL NAME OF PHYSIOTHERAPY PRACTICE/SELLER ENTITY] Address: [Address in Central, Hong Kong]
AND
Receiving Party: Name/Entity: [LEGAL NAME OF POTENTIAL BUYER] Address: [Buyer Address] Representative: [Name and Title of Signatory]
2. Purpose
The Receiving Party desires to evaluate the business opportunity involving the acquisition of the Disclosing Party (the "Purpose"). In connection with this Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.
3. Definition of Confidential Information
"Confidential Information" means any data or information, whether oral, written, graphic, electronic, or in any other form, that is disclosed by the Disclosing Party to the Receiving Party, or that the Receiving Party otherwise observes or obtains access to concerning the Disclosing Party's business, finances, operations, employees, customers, suppliers, products, and services.
Confidential Information specifically includes, but is not limited to:
Financial Information: Revenue figures, profit margins, cost data, projections (including the HK6.5M and HK8.5M projected revenue), pricing structures, cash position, quality of earnings reports, and audited statements.
Business Operations: Client lists (including corporate wellness partners), customer demographics, supplier contracts, facility details (including the 1,200 sq/ft facility), operational plans, and expansion strategies (including the 2026 expansion plan).
Personnel: Employee compensation, staffing structure, and management information.
Deal Terms: The existence of this Agreement, the fact that discussions are taking place, the proposed valuation (HK19.5M to HK26M), and the terms of any potential transaction.
4. Obligations of the Receiving Party
The Receiving Party agrees to:
A. Non-Disclosure: Hold all Confidential Information in strict confidence and shall not disclose it to any third party without the prior written consent of the Disclosing Party.
B. Non-Use: Use the Confidential Information solely for the Purpose described in Section 2 (Evaluation of the Acquisition).
C. Restricted Access: Limit access to Confidential Information to only those of its directors, officers, employees, and professional advisors (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.
D. Protection: Exercise at least the same degree of care in safeguarding the Confidential Information as it employs to safeguard its own proprietary information of a similar nature, but in no event less than a reasonable degree of care.
5. Exclusions from Confidential Information
The obligations under Section 4 shall not apply to information that:
A. Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement;
B. Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records;
C. Is obtained by the Receiving Party on a non-confidential basis from a third party who is lawfully entitled to disclose it without restriction; or
D. Is independently developed by the Receiving Party without reference to or reliance on the Confidential Information.
6. Required Disclosure
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party prior to such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy.
7. Term and Return of Information
A. Term: This Agreement shall remain in effect for a period of Three (3) years from the Effective Date.
B. Return/Destruction: Upon the earlier of the Disclosing Party's written request or the termination of discussions, the Receiving Party shall immediately cease all use of the Confidential Information and, at the Disclosing Party's option, promptly return or destroy all documents and other materials (and all copies thereof) containing Confidential Information. The Receiving Party shall certify such return or destruction in writing upon request.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region. The parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for the resolution of any dispute arising hereunder.
9. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief (in addition to any other remedies available) to prevent the breach of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.
DISCLOSING PARTY | RECEIVING PARTY |
[LEGAL NAME OF PHYSIOTHERAPY PRACTICE/SELLER ENTITY] | [LEGAL NAME OF POTENTIAL BUYER] |
Signature: _________________________ | Signature: _________________________ |
Name: _________________________ | Name: _________________________ |
Title: _________________________ | Title: _________________________ |
Date: _________________________ | Date: _________________________ |
How Gold House M&A Powers Your Business Acquisition and Sale
Non-Disclosure Agreement (NDA) Tailored for the Purpose of Evaluating a Physiotherapy Practice for Sale in Hong Kong
Navigating the complexities of Mergers and Acquisitions (M&A) can be challenging, especially in the fast-paced Asian mid-market. Gold House M&A is a boutique advisory firm that positions itself as a strategic partner, utilizing deep industry expertise and advanced technology to ensure clients achieve optimal value, whether buying a business or executing a successful exit strategy.
Here is a breakdown of how Gold House M&A helps both buyers and sellers:
For Sellers: Maximizing Shareholder Value
If you are looking to sell a highly profitable and well-established business (like the Hong Kong physiotherapy practice mentioned in your link), Gold House M&A focuses on creating a competitive, structured process to maximize your sale price and terms.
Strategic Positioning & Valuation:
Accurate Business Valuation: We go beyond simple multiples, employing industry-specific metrics and proven methodologies (like 3X to 4X revenue multiples for a physiotherapy business) to establish an objective valuation range.
Investment Memorandum Preparation: We craft a compelling, professional document that effectively communicates the business's proven model, strong financial performance, and future growth potential (e.g., HK$6.5M revenue in 2026), making the business highly attractive to qualified buyers.
Structured Deal Execution:
Buyer Identification & Vetting: We leverage their extensive network and, in some cases, AI-powered matching to identify the most suitable strategic or financial buyers globally, ensuring competitive tension to drive up the offer price.
Data Room and Confidentiality: We manage the process of securing the essential NDA (Non-Disclosure Agreement) and preparing a confidential data room, controlling the flow of sensitive information to protect the business until the right stage.
Negotiation & Closing:
Expert Negotiation: We act as a skilled representative, negotiating not just the purchase price, but also critical terms like warranties, indemnities, and post-closing adjustments to protect the seller's interests and legacy.
For Buyers: De-Risking the Acquisition and Ensuring Strategic Fit
For investors and companies seeking to accelerate growth through strategic acquisition, Gold House M&A provides the essential due diligence and advisory services to mitigate risk and unlock value.
Target Sourcing & Strategic Alignment:
Proprietary Target Identification: We help define a clear acquisition thesis and utilize technology to identify both publicly listed and "hidden market" targets that perfectly align with your growth objectives (e.g., market expansion, technology acquisition).
Initial Vetting: We perform confidential outreach and initial due diligence to verify financial viability and seller interest before you commit substantial resources.
Comprehensive Risk Mitigation (Due Diligence):
Financial Due Diligence: Our experts analyze the quality of earnings, recurring revenue, and unrecorded liabilities, reducing the risk of post-close financial surprises.
Legal & Operational Review: We vet contracts, intellectual property, litigation exposure, and compliance records to ensure a clean transfer of assets and minimize future legal risks.
Synergy Analysis: We quantify the realistic cost savings and revenue increases (synergies) achievable post-merger, forming the basis for a sound investment decision.
Post-Acquisition Integration Support:
Integration Planning: We assist in developing a detailed roadmap for combining systems, cultures, and teams, helping to realize the projected synergies quickly and successfully, ensuring the transaction’s full value is achieved.
By partnering with Gold House M&A, clients gain access to deep M&A expertise, a global network, and a structured, disciplined process, dramatically increasing the probability of a successful, value-maximizing outcome.
Are you interested in learning more about the M&A process or exploring current acquisition opportunities in the mid-market?
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