Non-disclosure agreement (NDA)

A non-disclosure agreement is a contract under which parties agree to keep shared information confidential and use it only for an agreed purpose. In transactions, an NDA is signed before sensitive financial or commercial information is released to a counterparty.

Standard at the start of M&A, capital raises and fund placement.

An NDA is signed at the start of a process, before any sensitive financial or commercial information changes hands. In a sale, a buyer typically sees only an anonymous summary first; signing the NDA then unlocks the company’s identity, the detailed information pack and, later, access to the data room.

No. An NDA protects confidential information, requiring it to be kept secret and used only for an agreed purpose. Exclusivity restricts a seller from negotiating with other parties for a period, and usually appears later in the process. A counterparty can be under an NDA without holding any exclusivity.