Confidentiality and Non-Disclosure Agreement for a Private Equity Fund Sponsor

Summary

This Confidentiality and Non-Disclosure Agreement template is typically between parties to a potential private equity fund portfolio investment transaction. This template contains practical guidance and drafting notes. The parties typically enter into a confidentiality and non-disclosure agreement before one or both parties provide proprietary information during the investment due diligence process. This template is meant to provide a general outline of commonly used provisions, and thus may not address every issue that arises in a particular confidentiality agreement. Confidentiality agreements can raise significant issues in certain areas such as antitrust, intellectual property, securities law and tax. Counsel should consult with specialists in these areas to ensure its client's interests are fully protected. Note that private equity firms may also require prospective investors to sign confidentiality agreements prior to delivering fund documentation and/or completing an investor's due diligence questionnaire. A simple, short form confidentiality agreement is generally used for these purposes. For a full listing of related private equity fund content, see Private Equity Transactions Resource Kit, Signing and Closing the M&A Transaction Resource Kit, and Private Equity Fund Formation Resource Kit. See also Investment Strategies for Private Equity and Private Equity Investment Structures for background information on private equity portfolio investments.