Mergers And Acquisitions

Confidentiality Agreement NDA

Drafting confidentiality agreements for M&A transactions and business deals is time-consuming and repetitive. Attorneys spend hours customizing templates, ensuring all critical provisions are included, and tailoring language to specific transaction contexts. The manual process of gathering party information, defining confidential information scope, and crafting appropriate protective provisions creates bottlenecks in deal timelines.

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Automation ROI

Time savings at a glance

Manual workflow3.5 hoursAverage time your team spends by hand

With CaseMark12 minutesDelivery time with CaseMark automation

EfficiencySave 18.8x time with CaseMark

The Problem

Drafting comprehensive confidentiality agreements for corporate transactions is time-intensive and requires careful attention to numerous provisions including use restrictions, standstill clauses, and equitable remedies. Manual drafting takes hours and risks inconsistencies or omissions that could compromise protection of sensitive business information during critical M&A negotiations.

The CaseMark Solution

CaseMark automates the creation of sophisticated, enforceable NDAs tailored to your specific transaction type and requirements. Generate comprehensive confidentiality agreements with properly structured definitions, protective provisions, and remedies in minutes instead of hours, ensuring consistent quality and complete protection.

Key benefits

How CaseMark automations transform your workflow

Generate complete NDAs in 8 minutes versus 2.5+ hours of manual drafting

Ensure all critical provisions are included: confidentiality obligations, permitted disclosures, return of information, and injunctive relief

Customize agreements for specific M&A transactions with tailored purpose statements and transaction-specific terms

Maintain consistency across all confidentiality agreements while allowing flexibility for deal-specific requirements

Accelerate deal timelines by eliminating drafting bottlenecks in the early stages of negotiations

What you'll receive

Document Header with Title and Effective Date

Party Identification (Disclosing and Receiving Parties)

Transaction Purpose and Background

Definition of Confidential Information

Confidentiality Obligations and Use Restrictions

Permitted Disclosures to Representatives

Legally Compelled Disclosure Procedures

No Obligation to Proceed Clause

Non-Solicitation Provisions (Optional)

Term and Duration of Obligations

Return or Destruction of Information

Governing Law

Remedies and Injunctive Relief

Signature Blocks for Both Parties

Document requirements

Required

Party Information

Optional

Transaction Details
Existing Agreements
Company Policies

Perfect for

M&A attorneys handling acquisition due diligence

Corporate counsel negotiating strategic partnerships

Transaction lawyers at law firms and in-house legal departments

Securities lawyers advising public companies

Business development professionals requiring legal documentation

Also useful for

This workflow is applicable across multiple practice areas and use cases

Venture Capital And Private Equity95% relevant

VC and PE firms require NDAs for every investment opportunity evaluation, term sheet negotiation, and portfolio company transaction, making rapid NDA generation essential for deal flow management.

Venture capital and private equity transactions involve extensive confidential information sharing during due diligence, making NDAs a foundational document for every potential investment and exit transaction.

Asset Purchase88% relevant

Asset purchase transactions require NDAs to protect confidential business information, customer lists, financial records, and operational data during buyer due diligence of specific business assets or divisions.

Asset purchases involve detailed disclosure of sensitive business information about specific assets, making NDAs essential before buyers can evaluate financial performance, contracts, and operational details.

Corporate Finance85% relevant

Corporate finance transactions including debt financing, equity raises, and refinancing require NDAs with investment banks, lenders, and financial advisors before sharing sensitive financial information.

NDAs are critical in corporate finance for protecting confidential financial data, business plans, and strategic information shared with potential investors, underwriters, and financial institutions.

Intellectual Property Licensing82% relevant

IP licensing negotiations require NDAs before disclosing proprietary technology, trade secrets, patent details, and technical specifications to potential licensees or partners.

Protecting confidential intellectual property during licensing discussions is paramount, and NDAs are the first document executed before any substantive IP disclosure or technology transfer discussions.

Employment And Consulting72% relevant

Executive recruitment and consultant engagements require NDAs to protect confidential business strategies, financial information, and proprietary processes that will be shared with new hires or external advisors.

High-level employment and consulting arrangements often involve access to sensitive company information, requiring confidentiality agreements before candidates or consultants receive detailed business information.

Frequently asked questions

What's the difference between a mutual and unilateral NDA?

A unilateral NDA protects information flowing in one direction, where only one party discloses confidential information to the other. A mutual NDA protects both parties when they exchange confidential information with each other, which is common in M&A discussions where both buyer and seller share sensitive data. CaseMark can generate either type based on your transaction structure.

How long should confidentiality obligations last in an M&A NDA?

Typical confidentiality periods range from 2-5 years, with 3 years being standard for most commercial transactions. However, trade secrets and highly sensitive competitive information may warrant longer protection or even perpetual obligations until the information becomes publicly available. The appropriate duration depends on the nature of the information, industry standards, and the parties' relative bargaining positions.

What is a standstill provision and when should it be included?

A standstill provision restricts the receiving party from taking hostile actions like acquiring stock, making unsolicited offers, or soliciting proxies for a specified period (typically 6 months to 2 years). These provisions are particularly important when a potential buyer receives sensitive information about a target company, especially public companies, to prevent the buyer from using that information to launch a hostile takeover or gain unfair advantage in future negotiations.

Can CaseMark create NDAs that comply with securities regulations?

Yes, CaseMark generates NDAs with provisions addressing material non-public information, Regulation FD compliance, and insider trading restrictions when transactions involve public companies. The system includes appropriate disclaimers, use restrictions, and acknowledgments to help ensure compliance with securities laws while protecting confidential business information during M&A due diligence.

What remedies should be included in a confidentiality agreement?

Effective NDAs should include provisions for equitable relief (injunctions and specific performance) since monetary damages alone are often inadequate for confidentiality breaches. The agreement should acknowledge that breaches cause irreparable harm, waive bond requirements for injunctive relief, and preserve rights to monetary damages and attorneys' fees. CaseMark automatically includes comprehensive remedy provisions to ensure enforceability.