Confidentiality Agreements (NDAs)
One-way and mutual confidentiality agreements for sharing information with prospective buyers, investors, suppliers, contractors and business partners.
- One-way and mutual agreements
- Prepared for a business sale, investment, supply or project discussion
- Clear exclusions, return of information and duration
- Fixed fee confirmed before any work starts
Before you share information
Protecting Information Before a Deal
Once confidential information has been shared, it cannot be taken back. A confidentiality agreement sets the rules before anything is disclosed.
Confidentiality agreements are most often used when a business is being sold, when an investor or lender is reviewing the books, when a supplier or contractor needs access to systems or customer data, or when 2 businesses are exploring a project together. The agreement defines what is confidential, what the recipient may use it for, who else may see it and what happens to it when discussions end.
An agreement drafted for the particular disclosure is easier to rely on than a generic template, because it describes the information and the purpose accurately and includes the exclusions a court would expect to see.
What it covers
What the Agreement Covers
Each agreement is prepared for the information being shared and the reason it is being shared.
Confidential Information
A definition that captures the information being shared, in any form, without being so broad that it is unworkable.
Permitted Purpose
Use of the information limited to the purpose of the discussions, such as evaluating a purchase.
Permitted Recipients
Which advisers, employees and financiers may receive the information, and on what conditions.
Exclusions
Information that is already public, already known or independently developed, and disclosures required by law.
Duration
How long the obligations last after discussions end, which depends on the type of information.
Return and Destruction
Return or destruction of the information when discussions end, and confirmation that this has been done.
Fixed fees for this work are published on our pricing page.
Get a Fixed-Fee QuoteHow it works
How It Works
Tell us about the disclosure
Who is sharing what, with whom, and for what purpose.
We confirm the fee
You receive a fixed fee in writing before any work starts.
We prepare the agreement
A one-way or mutual agreement is prepared for the particular disclosure.
Sign before sharing
Both parties sign before any confidential information is provided.
Before you start
What to Have Ready
A confidentiality agreement works best when it is prepared for the particular information and the particular discussion.
The parties: Who is disclosing, who is receiving, and whether both parties will share information.
The purpose: Why the information is being shared, such as evaluating a business purchase, an investment, a supply arrangement or a joint project.
The information: The kinds of information involved, such as financial records, customer lists, pricing, designs, software or processes.
Who else will see it: Advisers, financiers, employees or related companies of the recipient who may need access.
Common Mistakes
Signing after the first meeting: Information disclosed before the agreement is signed may fall outside its protection.
Defining confidential information too broadly: A definition that covers everything can be difficult to enforce and may be resisted by the other party.
No end date or return obligation: The agreement should say how long obligations last and what happens to the information when discussions end.
Relying on the agreement alone: Sharing only what is needed, marking documents confidential and keeping a record of what was disclosed all strengthen the protection.
Points Worth Knowing
Sign first
An agreement signed after information has been shared offers less protection than one signed beforehand.
Mutual or one-way
If both parties will share information, a mutual agreement is usually the simpler approach.
Not a restraint
A confidentiality agreement protects information. It does not usually stop the other party from competing with you.
Mark confidential material
Labelling documents as confidential helps show what was covered if a question arises later.
Employees and contractors
Staff and contractors should also have confidentiality obligations in their own contracts.
Keep a record
Keep a list of what was disclosed and when, particularly during a business sale.
We prepare and review confidentiality agreements. We do not act in disputes about a breach.
Talk to Us About Your MatterA confidentiality agreement is often the first document in a business sale or a larger commercial arrangement.
Confidentiality Agreement FAQs
What is the difference between an NDA and a confidentiality agreement?
Should the agreement be mutual or one-way?
How long should confidentiality last?
What does a confidentiality agreement cost?
Can you review an NDA the other side has sent?
Is a confidentiality agreement enforceable?
Do I need a confidentiality agreement before selling my business?
Have a question that is not answered here?
Contact UsAbout to Share Confidential Information?
Tell us what is being shared and why, and we will confirm a fixed fee before any work starts.
Get a Fixed-Fee Quote