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Free business sale NDA (confidentiality agreement) template (Word)

Reviewed by Clausery editors · · 3 min read

A mutual non-disclosure agreement signed between a business seller and a prospective buyer (or their advisors) before sharing financials, customer lists and other confidential information during sale due diligence.

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A business sale NDA (or M&A confidentiality agreement) is signed before a prospective buyer gets access to a seller's confidential information — financial statements, customer lists, supplier contracts, employee data and trade secrets — during due diligence for a potential acquisition.

This is typically a mutual NDA because both sides share sensitive information (the seller discloses the business; the buyer may disclose financing or acquisition strategy). It also usually includes a non-solicitation of employees for a set period.

What to include#

  • Parties. Seller and buyer names and addresses; effective date; reference to the proposed transaction.
  • Definition of confidential information. All non-public information about the business: financials, customers, suppliers, employees, IP, contracts, trade secrets — whether written, oral or electronic.
  • Permitted use. Buyer may use confidential information only to evaluate the proposed transaction, and may share it only with advisors (lawyers, accountants, bankers) bound by similar confidentiality.
  • Non-solicitation. For X months (often 12-24), buyer will not solicit or hire the seller's key employees or approach customers/suppliers improperly.
  • Return/destruction, term, remedies. On request or if the deal falls through, buyer returns or destroys all confidential materials; standard exclusions; injunctive relief; governing law.

How to fill it in#

  1. Step 1: Sign early

    Execute the NDA before sharing any non-public financial or customer data.

  2. Step 2: Define the transaction clearly

    Name the target business and the nature of the proposed transaction so use is properly scoped.

  3. Step 3: Include non-solicit

    Prevent buyers from poaching employees or customers if the deal collapses.

  4. Step 4: Add a standstill (optional)

    For public-company or controlling-interest deals, include a standstill preventing unsolicited takeover moves.

  5. Step 5: Keep a term sheet reference

    Tie the NDA to the expected timeline of diligence/negotiations and specify how long obligations last (typically 2-3 years).

Mutual NDA

Generic mutual NDA for general-purpose discussions.

Letter of intent

Often signed alongside the NDA to outline deal terms.

One-way NDA

Use one-way when only the seller disclosures are flowing.

Partnership agreement

For ongoing partnerships rather than acquisitions.

Free business contract templates

Full business/contract library.

Questions

Is a business sale NDA mutual?

Usually yes — both sides share strategic information, though the seller does most of the disclosing.

How long does it last?

Confidentiality 2-5 years; trade-secret protection longer; non-solicitation 12-24 months is common.

Do I need one before sending a CIM?

Yes — before sharing a confidential information memorandum or any financials.

Can I tell employees about the NDA?

Share on a need-to-know basis with people directly involved in the deal and bound by their own NDA.

What if the buyer walks away?

The NDA still binds them — they must return/destroy materials and remain bound by confidentiality and non-solicit.

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These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.

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