Non-disclosure agreement (NDA)

Confidentiality is not a formality in a business sale. If staff, customers or competitors learn a business is for sale before the owner is ready, the damage is real and immediate — key employees start looking, customers hesitate to renew, and competitors go after accounts. The NDA is what allows a seller to open the books at all.

What a good NDA covers

• What counts as confidential, including the fact that the business is for sale
• That the information may be used only to evaluate this transaction
• Non-solicitation of employees and customers for a defined period
• Who else the buyer may share information with — lender, accountant, lawyer — and on what terms
• What happens to the information if the deal does not proceed

What it does not do

An NDA does not oblige either side to do a deal, and it does not prevent a buyer from using general knowledge and skill they already had. It also cannot un-ring a bell: enforcing one after a breach means proving loss, which is difficult and slow. Sellers manage that risk by staging what they disclose, releasing the most sensitive material only to buyers who have demonstrated funding.