In M&A transactions, non-disclosure agreements (NDAs) are an essential part of the process. Confidential or sensitive information, such as the fact that the business is for sale, financial information, customer information, proprietary details and trade secrets can be revealed early during the selling process of the business, and certainly during the due diligence phase. The agreement will legally bind people to secrecy and keep your proprietary information safe.
The timing of the execution is critical, whether it’s for employees or potential buyers of the business. Doing so clearly sets expectations and responsibilities early on. Ideally, employees should sign NDAs when hired. If that hasn’t been done, make it part of the next review period so you have executed documents before you put your business on the market. Employee-signed Non-Disclosure Agreements are viewed favorably by potential buyers.
Potential buyers should sign an NDA before they know your specific business is for sale. Our confidential marketing process obtains executed NDAs based on a generic, blind profile of the business that gives just enough information to attract buyers, such as industry, description of the type of business and sales figures. We never reveal the name of a client’s business until and NDA is signed and the client approves release of the information.
The elements of the NDA will be determined by the audience, but typically include:
- Names of the people involved
- Definition of what is considered confidential
- Description of how the shared data can be used
- An obligation to return or destroy documents, if requested
- Expiration of the agreement
For more information about our confidential marketing process or for advice on NDAs and confidentiality, call us at 913.648.0185 or email Michael@ok-om.com.