NDA (Non-Disclosure Agreement)
A confidentiality agreement signed by potential buyers before receiving sensitive information about a target company in a sale process.
Also known as: Non-Disclosure Agreement, Confidentiality Agreement, CA
One-line definition
The NDA is the gateway to the data room — no potential buyer sees confidential information without signing it first.
Key provisions
- Definition of confidential information.
- Permitted use (evaluation only).
- Non-solicitation of employees.
- Return or destruction of materials if no deal.
- Duration (typically 2 years).
Process order
NDA → Blind profile/Teaser → Management presentation → CIM → Data room → LOI → FDD → SPA.
Related terms
Data Room
A secure (typically virtual) repository of documents about the target company, made available to potential buyers during due diligence.
CIM (Confidential Information Memorandum)
A detailed sell-side document providing comprehensive information about the target company to potential buyers who have signed an NDA.
Blind Profile / Teaser
An anonymised one- or two-page summary of a business for sale, distributed to potential buyers before they sign an NDA.