Buyer Non-Disclosure Agreement

A one-way NDA that a prospective buyer (or investor) signs before receiving any information about your business. It goes further than a general NDA: it stops the buyer approaching your staff, customers and suppliers, poaching employees or using what it learns to win your customers, and it sets up a “clean team” so that a competitor can review sensitive data without breaching competition law.

• Before sending an information memorandum, accounts or any non-public information to a potential buyer
• For every bidder in a competitive sale process
• Where the buyer is a competitor, customer or supplier (use the clean team option)

• Fill in the parties, the Proposed Transaction and the Adviser (if any) in clause 1
• Choose the restriction periods in clause 8 and the duration in clause 11
• Keep or delete clause 5 and the Schedules depending on whether a clean team is needed
• Have the buyer sign first, then countersign and keep a copy in your data room