Confidentiality and Non-disclosure Agreement Drafting Checklist

Summary

Parties to a potential M&A transaction typically enter into a confidentiality and non-disclosure agreement before one or both parties provide proprietary information during the due diligence process. This checklist is meant to provide a general outline of commonly negotiated provisions, and thus may not address every issue that arises in the negotiation of a particular confidentiality agreement. Confidentiality agreements can raise significant issues in certain areas such as antitrust, intellectual property, and tax. Counsel should consult with specialists in these areas to ensure its client's interests are fully protected.