In the realm of business, particularly during mergers and acquisitions (M&A), safeguarding sensitive information is crucial. A Non-Disclosure Agreement (NDA) serves as a legal contract that ensures parties involved do not disclose proprietary information to unauthorized individuals. Below are three practical examples of NDAs tailored for M&A scenarios.
This NDA is suitable for companies that are entering initial discussions about a potential merger or acquisition. It creates a foundation of trust and ensures that any shared confidential information remains protected.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is entered into as of [Date], by and between [Company A], located at [Address], and [Company B], located at [Address].
1. **Definition of Confidential Information**: For purposes of this Agreement, "Confidential Information" includes any data or information that is proprietary to either party and not generally known to the public.
2. **Obligations of Receiving Party**: The Receiving Party agrees to keep the Confidential Information secret and to use it only for the purpose of evaluating a potential business transaction.
3. **Term**: This Agreement shall commence on the date first written above and shall continue for a period of [two years] unless terminated by either party with [30 days] written notice.
4. **Exclusions**: Confidential Information does not include information that is publicly known or becomes publicly known through no fault of the Receiving Party.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
[Signature of Company A] [Signature of Company B]
As companies progress towards a merger or acquisition, they enter a due diligence phase where sensitive financial and operational data is shared. This NDA is comprehensive and covers various aspects of confidentiality.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is made effective as of [Date], by and between [Company A], located at [Address], and [Company B], located at [Address].
1. **Purpose**: The purpose of this Agreement is to protect the Confidential Information disclosed during the due diligence process related to a potential merger.
2. **Definition of Confidential Information**: "Confidential Information" includes but is not limited to business plans, financial statements, and proprietary technology.
3. **Duties of Receiving Party**:
- The Receiving Party shall not disclose any Confidential Information to any third party without prior written consent from the Disclosing Party.
- The Receiving Party agrees to limit access to Confidential Information to its employees or agents who need to know for the purpose of evaluating the merger.
4. **Term**: This Agreement will remain in effect for [five years] from the date of disclosure of the Confidential Information.
5. **Governing Law**: This Agreement shall be governed by the laws of the State of [State].
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Signature of Company A] [Signature of Company B]
In scenarios where two companies are exploring a joint venture as part of an acquisition strategy, a mutual NDA can protect both parties. This agreement allows both companies to share sensitive information equally.
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [Date], by and between [Company A], located at [Address], and [Company B], located at [Address].
1. **Purpose**: The purpose of this Agreement is to protect the Confidential Information exchanged between the parties in connection with the potential joint venture.
2. **Definition of Confidential Information**: "Confidential Information" includes all non-public information disclosed by either party, including technical data, trade secrets, and business strategies.
3. **Obligations**:
- Each party agrees to treat the Confidential Information received from the other party with the same degree of care as its own confidential information.
- Each party will not disclose any Confidential Information to any third party without prior written consent.
4. **Duration**: This Agreement shall commence on the date first written above and shall continue indefinitely unless terminated by either party with [60 days] written notice.
5. **Return of Information**: Upon termination of this Agreement, each party agrees to return or destroy the Confidential Information upon request.
IN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement as of the date first above written.
[Signature of Company A] [Signature of Company B]
These examples illustrate various scenarios where Non-Disclosure Agreements are critical in Mergers and Acquisitions, ensuring that sensitive information remains protected throughout the process.