The first document a buyer signs before seeing your numbers — and the only thing protecting your business from competitive damage.
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."
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.
Real buyers sign NDAs without fighting standard terms — buyers who push back on the basics are usually telling you they're not really buying.