This form is a Confidentiality and Non-Disclosure Agreement (Merger Transaction), or NDA, which is intended to protect the confidential and proprietary information of the seller in an asset or stock sale or merger during the due diligence and negotiation process. This form includes practical guidance and drafting notes.Typically, an NDA is drafted by the seller’s counsel and unilaterally protects the confidential information of the selling side only, since only the seller’s business and financial information will be reviewed in due diligence. This NDA is drafted to be seller-favorable. This form may be tailored to suit each transaction.For more information, see Confidentiality/Non-Disclosure Agreements in Private M&A Deals and Confidentiality/Non-Disclosure Agreements in Public M&A Deals. For an example of a mutually favorable NDA, see Mutual Confidentiality and Non-disclosure Agreement.