Disclosure Letter Template: business purchase
Disclosure Letter for use in a business purchase transaction, disclosing to the buyer general and specific matters against the warranties in the Business Purchase Agreement.
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When do I use this document?
- as the disclosure letter to be delivered at closing of a Business Purchase Agreement
- for general and specific disclosures to be made by the seller under the BPA
What are the key features?
- in letter form from the seller to the buyer
- introductory paragraphs, linking the disclosure letter and disclosures to the warranties in the BPA
- general disclosures of certain matters, including:
- the contents of the disclosure documents, which are usually the documents provided to the buyer during due diligence and to be set out in an index to the disclosure letter
- in relation to commercial property, matters available from public searches
- matters which would be available from:
- a Companies House search of the seller
- a winding-up search on the seller
- a search of the UK Intellectual Property Office
- matters disclosed in correspondence between the parties and their advisers
- specific disclosures against the warranties to be included in table form
What other docs are available?
For a disclosure letter for use in a share purchase transaction, see
For a disclosure letter for use in investment transaction, see
When do I use this document?
- for a share sale transaction
- where confidential information about the target company will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller and target company
What are the key features?
- 17 clauses over 9 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to the seller
- prohibition on the buyer poaching the target company’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
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- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.
What other docs are available?
For a shorter form of confidentiality agreement for a company sale transaction, see
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Updated by a lawyer on 27/06/2025
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