NDA (Non-Disclosure Agreement)

The first document a buyer signs before seeing your numbers — and the only thing protecting your business from competitive damage.

Definition

A Non-Disclosure Agreement (NDA), sometimes called a Confidentiality Agreement, is the contract a potential buyer signs before you share any sensitive information about your business. It legally binds them not to disclose what they learn, not to use it against you competitively, and not to approach your customers, employees, or vendors based on what they discover. In a business sale, the NDA gets signed before the buyer sees the CIM, the financials, the customer list, or anything else that could damage you if the deal doesn't close. The standard term is 1–3 years. The standard scope covers all information shared during the diligence process plus anything else "reasonably understood to be confidential."

What It Means For You?

The NDA sets the rules before a buyer sees your numbers — and the protections you negotiate into it determine what happens if the deal falls apart and the buyer walks away with your information.

Buyer's Lens

Real buyers sign NDAs without fighting standard terms — buyers who push back on the basics are usually telling you they're not really buying.

Apply This To Your Business

Find out what a buyer would see in your business — before you talk to one.

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Written By

Mike Ye

Exit Desk · Mikeye.com

25 years and $7.4B in acquisitions, divestitures, and portfolio exits across media, healthcare services, retail, and technology. Former Vice President of Strategic Planning & Acquisitions at Penske Media Corporation; prior leadership roles at Surgical Care Affiliates, L Brands, and Intel Capital.

Not Legal, Tax, Investment, or Valuation Advice.
Mike Ye