A nondisclosure agreement (NDA), also known as a confidentiality agreement, is an agreement between parties that outlines the parameters of using and sharing certain confidential information with one another. In the context of merger and acquisition transactions, which is the focus of this article, NDAs typically also contain ancillary covenants unrelated to the use or disclosure of confidential information, such as nonsolicitation provisions and what is commonly referred to as a “standstill.”
The purpose of this article is to provide corporate buy-side M&A counsel with valuable insight into drafting and negotiating NDAs. Our suggestions may be of particular importance in light of two developments:
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