A non-disclosure or confidentiality agreement is often the first binding agreement entered into in contemplation of an acquisition. This article focuses on some of the typical provisions found in a non-disclosure agreement in the context of an acquisition, which we refer to here as the "proposed transaction."
Generally, at the early stages of a proposed transaction, potential buyers desire specific information about the target company in order to evaluate the proposed transaction and to determine the value of such target company for purposes of making a bid. A non-disclosure agreement is essential to protect the target company’s confidential and proprietary information and trade secrets from misuse subsequent to disclosure to a potential buyer. Set forth below is an overview describing each of the provisions that should be considered when entering into any non-disclosure agreement for a proposed transaction.
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