deal-structures
In transactions, “NDA” is the gate. Until it is signed, the serious [data room](/resources/glossary/data-room) stays shut. Practitioners use the abbreviation for the agreement, the process step and the access log.
“Send me the NDA” means send the form. “They’re under NDA” means they may receive the CIM or room access. “NDA hold-up” means a buyer’s legal team is negotiating residuals, non-solicit or the definition of representatives. The full contract anatomy is on Non-Disclosure Agreement.
NVCA model documents and IBA practice both treat confidentiality as a standard opening move, not as a custom treatise — which is why bankers get impatient when it becomes one.
Sell-side processes usually start one-way: the seller discloses, the buyer receives. Mutual NDAs appear when the buyer will also share sensitive integration plans. Clean-team NDAs appear when competitors are in the process and pricing, costs or customer-level data must be ring-fenced.
A strategic buyer and a target compete in the same SKUs. The M&A data room is split: financials to the full deal team, customer-level pricing only to a clean team of outside counsel and a black-box consultant. The NDA is what makes that split enforceable, not the VDR password.
A short survival period, a broad residuals clause, and no non-solicit is a buyer-friendly NDA. A long survival, no residuals, and a hiring freeze is seller-friendly. Neither is “wrong.” They encode who holds optionality.
Sharing the CIM while the NDA is “in DocuSign.” Allowing forwards to consultants not named as representatives. Assuming an NDA bans the buyer from using general industry knowledge. Treating the NDA as a substitute for representations and warranties after signing.
An NDA is a contract, not a vault. It will not stop a leak; it gives you a claim. Some jurisdictions limit non-solicit and non-compete language that sellers try to smuggle into NDAs.
NDA should unlock a structured room, not a dump. Access logs, watermarks and Q&A belong with the same information layer that later feeds due diligence and investor matching.