NDA business sale (short)

A short form NDA, in the form of a letter agreement, to use in a business sale transaction where a seller will disclose confirmation information to a prospective purchaser.  It covers the principal legal protections for the benefit of the seller as the disclosing party.

 

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When do I use this document?

  • for a business sale transaction
  • where confidential information about the selling company will be disclosed to a potential buyer
  • for a shorter form NDA with principal legal protections for the seller as the discloser of confidential information

Key features include:

  • 17 paragraphs over 3 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
  • duration of agreement

What else do I need to know?

Negotiations on the terms of NDAs often become protracted due to the inclusion of unreasonable and excessive terms by the party providing the initial draft.  This template has been prepared and designed to help the parties quickly reach agreement on the NDA, enabling them to move forward to the disclosure of confidential information and discussions on the main transaction documents.

What other docs are available?

For a longer form of confidentiality agreement for a business sale 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.

    • 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

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 27/06/2025

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