Non Disclosure Agreement M&a

Non Disclosure Agreement M&a Template for United States

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Key Requirements PROMPT example:

"Need a Non Disclosure Agreement M&A for our tech startup being acquired by a major competitor, with strong protection for our source code and customer data, and specific clean team provisions to prevent information leaks to their development team."

Document background

The Non-Disclosure Agreement (NDA) for M&A transactions is a critical document used when companies are exploring potential mergers, acquisitions, or similar corporate transactions in the United States. This agreement is typically implemented at the earliest stages of deal discussions, before detailed due diligence begins. It protects confidential information including financial data, trade secrets, customer lists, and other proprietary information that must be shared to evaluate the potential transaction. The document ensures compliance with federal regulations including the Defend Trade Secrets Act and state-specific trade secret laws, while establishing clear obligations and remedies for all parties involved.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

2. Background: Context of the potential transaction and purpose of the NDA, including the nature of discussions between parties

3. Definitions: Key terms including Confidential Information, Transaction, Representatives, Affiliates, and other relevant definitions

4. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law

6. Term and Termination: Duration of confidentiality obligations and circumstances for termination of the agreement

7. Return or Destruction of Information: Requirements and procedures for returning or destroying confidential information upon termination

8. Remedies: Legal remedies available in case of breach, including injunctive relief

9. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers during the confidentiality period

2. Standstill Provisions: Restrictions on acquiring target company shares or making hostile takeover attempts

3. Deal Team Restrictions: Limitations on which individuals can access confidential information and clean team provisions

4. No Binding Obligation: Clarification that the NDA does not create an obligation to proceed with the transaction

5. Securities Laws Compliance: Acknowledgments regarding insider trading and securities laws obligations

Suggested Schedules

1. Schedule A - Authorized Representatives: List of individuals authorized to receive and handle confidential information

2. Schedule B - Excluded Information: Specific categories of information not considered confidential under the agreement

3. Schedule C - Security Protocols: Specific procedures and requirements for handling and protecting confidential information

4. Schedule D - Notice Details: Contact information and procedures for serving notices under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Confidential Information

Affiliate
Disclosing Party

Proprietary Information
Business Day

Group
Associated Person

Control

Clauses

Relevant Industries

Technology
Manufacturing
Financial Services
Healthcare

Relevant Teams

Legal
Finance
Corporate Development
Information Technology
Human Resources

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Banking Director
M&A Director
Due Diligence Manager

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Let's create your Non Disclosure Agreement M&a

Authors

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