Contracting parties are, as a rule, defined in a simple description established at the beginning of the contract. If this is an agreement in which only one page provides confidential information, the revealing party may be designated as a party to the publication and the recipient of the information may simply be designated as the recipient. As a result, sellers generally require potential buyers to enter into a Confidentiality Agreement (NDA) before the seller discloses information to the potential buyer. In these cases, we recommend that the parties execute a confidentiality agreement as early as possible in the negotiation process. Unlike [hyperlinks] declarations of intent, regardless of the likelihood of the agreement and the existence of an agreement on the structure or economic conditions of the transaction. It is a good practice to run an NDA from the beginning. Indeed, if you are a seller, you must avoid disclosing the fact that your business is for sale without first obtaining a written obligation of confidentiality from a potential buyer. The only exceptions to this rule are for professional consultants, such as lawyers, accountants, financial advisors and others already bound by a confidentiality obligation. I write about startups, venture capital, mergers and acquisitions and Internet companies.
I`m managing director and head of global M-A for VantagePoint Capital A one-way street is geared towards selling protection (as a dividing party). As the discussion below shows, most of the important points of an NOA should benefit the seller. A typical confidentiality agreement identifies the parties involved, defines confidential information, confidentiality obligations, information excluded from these obligations, the obligation to return or destroy confidential information upon request and the duration of the agreement, among others. These typical elements require a high level of precision in order to create an effective agreement applicable to each transaction. For example, a confidentiality agreement that can be used for your employees or suppliers probably doesn`t work well for an AM transaction. For this reason, before using an existing form of NOA, make sure that a lawyer can have it checked to ensure adequate protection. When it comes to passing critical business information to a company that is not required to comply with the agreement, the stakes are too high to trust an unverified form agreement. A seller first wants to ensure that the buyer uses the confidential information only for the purpose of assessing the acquisition opportunity and not for other unrelated purposes.