A company and a contractor are negotiating a possible transaction. The contractor has requested information concerning the business of the company. As a condition of the contractor being furnished with the requested information, the contractor agrees to treat such information as being confidential and the information will be used solely for the purpose of evaluating the tentative transaction between the parties.
Non-disclosure Agreement Sample For Due Diligence In New York
State:
Multi-State
Control #:
US-00457
Format:
Word;
Rich Text
Instant download
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FAQ
You don't need a lawyer to create the agreement, but you may need someone with legal expertise to review it.
If you need an NDA, looking at templates online isn't a bad place to start, but ideally you should work with a lawyer who can write a simple NDA for you or tweak the one you have. You may be able to find someone in your community who can do it for a few hundred bucks.
The primary purpose of an NDA is to ensure that proprietary information exchanged during the M&A due diligence process, such as financial information, business strategies, and customer, supplier and employee lists, remains confidential and is not disclosed to third parties.
Typically, a legal professional writing the NDA will complete these steps: Step 1 - Describe the scope. Which information is considered confidential? ... Step 2 - Detail party obligations. Step 3 - Note potential exclusions. Step 4 - Set the term. Step 5 - Spell out consequences.
Employee NDAs are generally legal in New York, but there are several limits and obligations employers should be aware of. The best practices below will make your non-disclosure agreement more immune from challenge in court.
California courts may refuse to enforce non-disclosure agreements that are overly broad or vague in their terms. NDAs should have a clear description of the purpose, parties, and duration they cover.
An NDA does not necessarily need to be notarized to be valid. The key elements for its validity are mutual agreement, clearly defined terms, and exchange of consideration (which can be the mutual exchange of information).
You do not need a lawyer to create and sign a non-disclosure agreement. However, if the information you are trying to protect is important enough to warrant an NDA, you may want to have the document reviewed by someone with legal expertise.
Confidentiality and nondisclosure agreements typically: Describe the context for the parties' agreement, referencing any related transactional documents. Define the specific information to remain confidential. Outline the parameters for the parties' use of confidential information.