NDA: share sale (short)

A short form NDA, in the form of a letter agreement, to use in a share sale transaction where a seller will disclose confirmation information to a potential 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 share sale transaction
  • where confidential information about the target 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:

  • 16 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 company sale transaction, see

When do I use this document?

  • for the grant of both a put option and call option over shares in a private limited company
  • so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares

What are the key features?

  • 24 clauses over 16 pages
  • grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
  • put option exercise and form of exercise notice
  • call option exercise and form of exercise notice
  • mechanics for sale and purchase of option shares
  • warranties and undertakings from the seller

What else do I need to know?

The principal matters which the parties to a put and call option agreement will need to negotiate include:

  • option shares: the number of option shares
  • exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
  • exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
  • exercise price: the price payable for the shares

What other docs are available?

For alternative option agreements over shares, 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 30/06/2025

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