Before the purchase agreement is negotiated, before the letter of intent is discussed, and before the exchange of any information other than general information about the buyer and seller, a non-disclosure agreement (NDA) should be signed. The purpose of the non-disclosure agreement is to protect confidential information from being used in any way other than to analyze the merits of the business transaction. Although not always written this way, the NDA should be mutual since the buyer may disclose information about itself to the seller. The NDA should a) describe what confidential information is, b) limit its use, with a few standard exceptions, c) allow either side to ask for the return of its information at any time, and d) impose consequences for the improper use of information. A properly worded NDA gives a seller comfort. So, to start things right, the buyer should present the NDA to the seller.
ABOUT GLENN D. SOLOMON
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Glenn D. Solomon is a principal at Offit Kurman and has provided counsel to businesses and business owners for more than twenty-five years. He has extensive experience in the purchase and sale of businesses, structuring ownership agreements, and advising companies in financial distress.
ABOUT OFFIT KURMAN
Offit Kurman is one of the fastest-growing, full-service law firms in the Mid-Atlantic region. With over 130 attorneys offering a comprehensive range of services in virtually every legal category, the firm is well positioned to meet the needs of dynamic businesses and the people who own and operate them. Our ten offices serve individual and corporate clients in the Maryland, Delaware, New Jersey, and Northern Virginia markets, as well as the Washington DC, Baltimore, Philadelphia, and New York City metropolitan areas. At Offit Kurman, we are our clients’ most trusted legal advisors, professionals who help maximize and protect business value and personal wealth. In every interaction, we consistently maintain our clients’ confidence by remaining focused on furthering their objectives and achieving their goals in an efficient manner. Trust, knowledge, confidence—in a partner, that’s perfect.
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