Legal Blog

M&A Nugget: First Things First – the NDA

Before the purchase agreement is negotiated, before the letter of intent is discussed, and before the exchange of any information other than general information about the buyer and seller, a non-disclosure agreement (NDA) should be signed.  The purpose of the non-disclosure agreement is to protect confidential information from being used in any way other than to analyze the merits of the business transaction.  Although not always written this way, the NDA should be mutual since the buyer may disclose information about itself to the seller.  The NDA should a) describe what confidential information is, b) limit its use, with a few standard exceptions, c) allow either side to ask for the return of its information at any time, and d) impose consequences for the improper use of information.  A properly worded NDA gives a seller comfort.  So, to start things right, the buyer should present the NDA to the seller.



If you have any questions about this or any other M&A issue,
please contact Glenn Solomon at or 443-738-1522.


ABOUT GLENN D. SOLOMON | 443-738-1522

Glenn D. Solomon is a principal at Offit Kurman and has provided counsel to businesses and business owners for more than twenty-five years. He has extensive experience in the purchase and sale of businesses, structuring ownership agreements, and advising companies in financial distress.








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