Confidentiality Non-Disclosure Agreement: Fill & Download for Free

Below is a list of some basic terms that are the ABC's of real estate. Before purchasing real estate in India, it is crucial to know a handful of the most commonly used terms.Carpet Area :It is the area of the house which does not include the inner walls’ area. Carpet area calculation also includes the terrace and balcony space, which is normally considered as half of the main or the actual area.Built-up Area:Built-up area includes everything right from the thickness of the outer walls, carpet area, balcony area until the inside walls.Super built-up Area :This generally comprises of the built-up area and also all the useable area including the lobby, stairs, corridors, lifts etc and are proportionately divided among the flats.Per Square Foot Rate :Generally developers decide the value of the property based on the per square foot rate of the super built-up area. This is the reason for the super built-up area being termed as “Saleable area”.Floor Space Index (FSI) :Floor Space Index calculation or FSI is the actual ratio between the total built-up area and the available plot area permitted by the Government for a specific locality. A higher FSI will have a higher built-up area.Residential & Commercial Property:Residential property refers to those buildings which are developed for personal use and living; Commercial properties are those which are developed solely for business purposes.What is Freehold property:A Freehold property is where the owner has the complete & unconditional ownership of the land and also the building which stands on it. In other words, it is the unrestricted ownership of the whole real estate property.Real Estate Broker:Real estate brokers are usually professionals who mediate between the owner and the buyer in the sale or purchase of a property.Conveyance:It is referred to the act of transferring or conveying therights, title, ownership & interests of a property from one person to the other, who is purchasing the property. Any property whether immovable or movable should be transferred to the buyer using this agreement.Credit Score:It is a statistically derived score of a person’s credit worthiness, which is generally used by money lenders to know the likelihood of that person repaying his/her debts. It is usually based on the person’s past credit history.Lease Agreement:Lease agreement is one type of contractual agreement made between the lessee (user) and the lessor (owner) to lease out the property for a period of time. The terms cannot be changed until the lease term expires and it should be strictly followed by both the parties.License Agreement:License agreement is referred as the written agreement which is entered into by the owner of the property who gives permission to another person to use the property or involve any activity with regards to the property.Non-Disclosure Agreement:A non-disclosure agreement or NDA is a legal contract signed between two or more parties outlining confidential materials, knowledge or valuable information which the parties share among themselves for business purposes but wish torestrict the access to third parties.Inherited Property:Inheriting a property is the practice of passing on of a property, titles, debts and any other obligations upon the death of a person or under any other circumstances.Subletting:It is basically the practice of an existing tenant to lease out small fraction or the whole property to another person. And the subtenant pays the rent to the tenant instead of paying it to the owner. In India, the tenant is evicted if found guilty of subletting the property to another person without the knowledge of the owner of the property.

That depends on how you define a "customer". We have various types of firms in the OpenGamma community, all equally important to us and the long-term success of OpenGamma as a technology and a company. But the big difference is between those who are pure members of the Open Source community and ones who have a commercial relationship with OpenGamma Ltd.Open Source UsersWe don't ask people to register before downloading the platform, nor do we have any hidden tricks to track all evaluators. While we host the primary download site, we also know that all versions of the OpenGamma Platform are available on numerous mirror sites, which we can't track at all.What we do know is that we've had over 7,000 downloads from our download hosts. About half of these downloads are from the US and UK, followed by Germany, India, France, Italy, Switzerland, and Canada.We also know that there are at least dozens of active development communities, which we can judge by forum membership and participation, GitHub watches/clones/forks and developer.opengamma.com/Jira registrations and usage.There has been significant interest from the academic community, and I would not be surprised to see Masters in Financial Engineering programs start to incorporate the OpenGamma Platform into their curricula in the next few terms.We've also had significant download and documentation activity from every major legacy vendor in this space, and while I'm not going to name them, I encourage them to be more active in their membership of the OpenGamma Platform community. I'm sure they have a lot to add to the world of Open Source capital markets risk and analytics!Commercial ClientsAs you can probably appreciate, our current commercial clients do not want to reveal to their competition that they are using the OpenGamma Platform. The technology is so new, and can radically differentiate a customer from its competitors, that there is significant competitive advantage to being an early adopter. As such, we can't name any of them at this time.We take our confidentiality agreements and Non-Disclosure Agreements very seriously and the ability to have a confidential relationship with the authors of the code is a big reason why customers work with us commercially.What I can tell you is that as of today:We currently have commercial customers in Geneva, London, New York City, and Connecticut.We have formal commercial evaluations underway with firms on 3 continents.We have commercial relationships with Hedge Funds, Investment Banks, Broker-Dealers, Inter-Broker-Dealers, and Prime Brokers.Once our clients are more advanced in their use of the platform we'll be able to share their success stories more widely in the context of our strict adherence to commercial confidentiality.However, if there are any firms or individuals who want to be public about their use, I encourage them to add more answers!

Legally required:Pay your taxesIncome tax: Understand the tax effects of allocation of purchase price, plus ordinary income, capital gains, tax free reorganizations, etc.Bulk sale doctrineAcquire the legal right to sell your business: (a) provide proof of ownership, (b) obtain valid consent from shareholders/partners/LLC members in company resolutions, documents or agreements.Obtain third party approval (e.g., landlord, clients, vendors, etc.)Advise government, officials or agencies (if necessary)Here’s what is not legally required, but very smart and common to implement:Advise your insurance agent, accountant, lawyer, banker, professionalsNegotiate the terms of purchase in the form of a letter of intent or term sheet.Due DiligenceDocument the TransactionClose the F*ing Deal (and most importantly, get paid)Let’s review from the perspective of the seller (“you”):Negotiate Terms of PurchaseYou should prepare your business for sale and get an idea of the fair market valuation of the company, what the terms of sale will look like, and how you want to go about selling the company. You can list it with a broker or use some other form of advertisement to communicate to potential buyers that it is for sale. Interested buyers and brokers will want to discuss a variety of terms that will eventually be a part of any sales transaction. Here are some of the terms you will have to consider:Purchase price. You can anticipate that potential buyers will want to negotiate a lower price from the price at which you advertise your business. Keep in mind that negotiated items can affect the purchase price, so if you have a hold-back account or earn out, this can lower the purchase price. The asking price should be flexible enough to accommodate a healthy negotiation process. Having an independent business appraisal will give credibility to and context to your asking price.Terms of financing and interest. The purchase price can be paid in a lump sum cash payment or it can be stretched out over time. Often small business owners have to finance a portion of the purchase price. Financing the purchase price typically requires a promissory note along with some form of security agreement with collateral pledged against the future payment of the note. The state you are in may regulate the amount of interest you can charge.Representations and warranties. Both the buyer and the seller will want to make certain representations and warranties to each other. A representation is a true and accurate statement of facts and a warranty is a promise that the facts as presented are true. For example, the seller will represent and warrant that he or she is the legal owner of the business and is authorized to sell it. The buyer will represent and warrant that he or she is authorized to enter into the transaction and that the agreement is enforceable. Sometimes sellers or buyers will try to represent and warrant future promises or facts, but those are not representations or warranties. Those are called “covenants” or promises.Lease. If you have a lease on office space, your buyer will probably want to take over the lease. This can be done through a sub-lease arrangement or by negotiating a new lease with the landlord.Negotiate LOI or Term Sheet. After you have gone through the process of negotiating the basic terms of selling your business, the seller and the buyer will sign a document that briefly outlines those terms. This is called a “letter of intent.” It is usually a non-binding binding contract but not always. For example, you could ask for a Good Faith Deposit (an enforceable covenant) or a confidentiality clause. This helps to keep track of what has already been negotiated. This document makes it easier to produce the final purchase agreement.NDA/Confidentiality. Unless and until a final definitive agreement is signed, there is nothing to prevent the potential buyer from raiding your company secrets. To prevent a potential competitor from stealing your trade secrets, it’s important that you take reasonable steps to keep your secrets protected: By either having them sign an non-disclosure agreement (“NDA”) or confidentiality agreement or giving them only the general nature of your trade secrets or confidential information. However, finances will usually need to be disclosed so you should almost always get an NDA signed that will protect your disclosures.Due DiligenceOnce you have a bona fide buyer who has signed a confidentiality agreement and a letter of intent (or term sheet), they will want some time to inspect your business to make sure everything you have represented checks out. This is called the due diligence period and it gives the buyer the opportunity to inspect the physical and economic state of your business including the building, equipment, inventory, and employees, as well as the financial records, agreements, and company books. In order to ensure a smooth transition for the new buyer, you want to make sure that you disclose everything up front. The following is a list of items you should be prepared to make available to a serious buyer:Company books which include corporate records of organization, meeting minutes, company resolutions, ownership certificates, certificates of good standing, and records of company structureFinancial records and tax returns including profit and loss statements, and balances sheetsMaterial contracts with vendors, suppliers, clients, customers, distributors or any other ongoing business relationship that is a critical part of your businessAccounts receivable reports that detail the future payments the company expects to receive from transactions that have closed prior to the sale of the businessValuation report prepared by a CPA or business appraiser that justifies your offer for the business and gives context to the buyer for understanding how the price was determined.In addition to inspecting records and physical facilities of your business, a prudent buyer will want to contact business partners who have experience doing business with you. This might include speaking with vendors, customers, distributors, or other business partners to assess the strength of the various business relationships. If there are skeletons in the closet of your business it is a good idea to deal with them in a straightforward and honest manner. The more information the buyer has about potential problems the better equipped they will be to handle those problems after you close the transaction.Document the TransactionThe sale agreement is usually called a “Purchase Agreement” or “Purchase and Sale Agreement.” This is the primary legal document used for the acquisition of a business. The purchase agreement outlines all of the details of the sale and mirrors the letter of intent or term sheet. Depending on how you structure this transaction you may also need a bill of sale, promissory note, security agreement, stock transfer certificate, and company resolutions. The purchase agreement should include all of the following:the parties (who is the buyer/seller and the business)whether this is a sale of business assets or an entity salethe purchase price and method of paymentearn out, seller financing or lump sum saleactions that the buyer and seller must take prior to closingthe closing daterepresentations and warranties of the buyerrepresentations and warranties of the sellerindemnificationcovenants (e.g., non-compete and confidentiality)default provisions for sales involving seller financingboilerplate legal provisionsexhibits of other relevant documents such as bill of sale and promissory note.Close the F*ing DealOften times sellers are in a rush to get the sale through and buyers want to take their time. As a seller, you should be diligent but firm. Keep a realistic closing date in mind but at the same time DON’T DELAY. Any delay could result in the buyer walking away. A new competitor enters the market? Your building blows up? Have a bad quarter and need to release those results to the buyer? Something weird happens to the business at the 11th hour? This happens ALL THE TIME!! So, without trying to instill a level of too much panic and adrenaline into your system, you should proceed diligently as time is of the essence. The only time you should relax is when the deal is inked (or docusigned), the check clears and you are past any point in time when a rep or warranty could come back to haunt you. That’s when you celebrate.