When it comes to asset purchase agreements (APAs), it is important to consider the attorney-client privilege to protect sensitive information.

An APA is a type of business contract that outlines the purchase of assets between two parties. It can include tangible assets like property, inventory, and equipment, as well as intangible assets like intellectual property and customer lists. The APA is a critical document for any business deal and requires careful attention to detail to ensure that both parties are protected.

One major concern when drafting an APA is the protection of client confidential information. During the negotiation and drafting process, attorneys for both parties may exchange sensitive data, such as financial information, trade secrets, and customer lists. These discussions are held under the attorney-client privilege, which is the legal principle that protects the confidentiality of communications between a client and their attorney.

However, the attorney-client privilege can be waived if the information is disclosed to a third party, such as in court or during the due diligence process of a merger or acquisition. To avoid unintended disclosure, it is important to limit the number of people who have access to the sensitive information. Only those who need to know should be involved in the discussion, and any documents or discussions should be clearly marked as confidential.

Additionally, it is important to include provisions in the APA that address confidentiality and the attorney-client privilege. These provisions should not only address the protection of confidential information, but also how to handle any potential breaches of confidentiality. For example, the APA may specify the steps that should be taken if information is incorrectly disclosed or hacked.

In summary, asset purchase agreements are critical for any business deal and require careful attention to confidentiality. To protect the sensitive information exchanged during the negotiation process, attorneys should limit access to only those who need to know and include provisions in the APA that address confidentiality and the attorney-client privilege. By doing so, businesses can ensure that their confidential information remains protected and secure.