NDA for Buying or Selling a Business

When you need one

Sign it before anything non-public changes hands, and ideally before you say much about the sale. The template treats the fact that you’re talking, and what you discuss, as confidential. That matters here: word that a business is for sale can unsettle employees, customers and suppliers.

• Financial statements, tax returns and projections
• Customer and supplier lists, contracts and pricing
• Employee details and compensation
• Product, technology and intellectual property
• Leases, liabilities and anything else that comes up in due diligence

Mutual, with a clear purpose

The seller shares most of the information, but buyers share too: their plans for the business, how they’ll pay for it, and the price and terms they’re offering. A mutual NDA covers both directions, and a balanced agreement is easier for both sides to accept. If you’re selling and the buyer won’t share anything sensitive, a one-way NDA with you as the discloser also works.

For the purpose, “evaluating a potential merger, acquisition or other strategic transaction” covers most deals. You can name the business, as in “evaluating a potential acquisition of Main Street Bakery, LLC.” Keep it broad enough to cover diligence and negotiation, since each side may use the other’s information only for the purpose.

What the standard template leaves out

NDAs drafted by M&A lawyers often go beyond confidentiality. FastNDA’s template doesn’t include these terms, and you can’t add them:

• Non-solicitation of employees: the buyer agrees not to recruit your people for a period.
• Standstill: the buyer agrees not to buy your shares or make an offer outside the process. This mostly comes up with public companies.
• Residuals: the recipient may use general know-how its people retain in memory. This one favors the buyer.
• Rules for contacting your employees, customers or suppliers, and procedures for data rooms.

When to use their form, and tips for sellers

Experienced buyers, such as private equity firms and strategic acquirers, often send their own NDA or ask for changes like these. If the deal is large or lawyers are involved, use the form they negotiate. FastNDA fits smaller sales, early conversations, and cases where both sides want a fair standard document signed today.

• Share in stages: summary financials first, customer names and employee details later, only to serious buyers.
• If the buyer is a competitor, get advice before sharing pricing, customer-level data or plans. Sharing competitively sensitive information between competitors can raise antitrust concerns, even under an NDA.
• Keep a list of who received what, and ask for return or destruction if talks end.
• Use a separate NDA for each prospective buyer. Each agreement is between you and one other party.

Sending it with FastNDA

Create the NDA as mutual, add the purpose and both company names so the businesses are the parties, and choose a confidentiality period that comfortably outlasts the deal process. Pick the governing state, review the full agreement and sign. You pay $29; the buyer signs from a private email link, with no account, and you both get the countersigned PDF with its certificate of completion.

If they decline and ask for terms the template doesn’t have, that’s your cue to use their form or your lawyer’s.