Confidentiality Agreement: Mergers and Acquisitions

by Practical Law Corporate & Securities Practical Law would like to thank the Corporation Law Committee of the New York City Bar Association for contributing certain of the contractual provisions in this Standard Document.

This Standard Document provides a unilateral confidentiality agreement tailored for M&A transactions, with terms generally favorable to the seller and is geared towards safeguarding sensitive information shared during the acquisition process. It includes comprehensive definitions of key terms such as "Evaluation Material" and "Representatives," ensuring strict confidentiality obligations and usage limitations for the buyer. The document outlines provisions for returning or destroying confidential materials, with options for exceptions, and addresses potential legal and regulatory disclosure requirements. Additionally, it discusses optional clauses for transactions involving public companies (like standstill agreements) and private equity transactions (like anti-clubbing provisions) offering strategic insights for negotiating confidentiality terms in complex M&A deals. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.