Joinder Agreement
(Non-Disclosure Agreement)

Summary

This is a template joinder agreement used to join a party to an existing non-disclosure/confidentiality agreement (NDA) in connection with an M&A transaction. This template includes practical guidance, drafting notes, and alternate and optional clauses. NDAs are often the first documents signed and exchanged as part of an M&A transaction, typically preceding the provision of a confidential information memorandum and the execution of a letter of intent or memorandum of understanding. These initial NDAs are made between buyers (or potential buyers or bidders) and sellers. As a deal progresses, however, both parties may find that their respective representatives and other advisors require access to confidential information in connection with their services, job function, or advice. For example, parties may need to share confidential information relating to the transaction or the target or seller to representation and warranties (RWI) insurers, lenders, financial advisors, and consultants assisting with due diligence. Instead of preparing, negotiating, and signing a new NDA in each instance, parties may use a joinder agreement to bind these nonparties to the original NDA between buyer and seller. Using a joinder agreement instead of preparing a new NDA in each instance is more efficient from a time and expense perspective and also ensures that the party seeking to share information maximizes compliance with the confidentiality obligations under the underlying NDA and minimizes the risk of obligations or other requirements becoming lost in translation between the underlying NDA and a new NDA. This template is non-jurisdictional and can be tailored to any jurisdiction-specific requirements that may apply to your transaction. Also, though it is intended to be used in connection with an M&A transaction, this template could be conformed for use in other transactions (e.g., joint ventures or finance and lending transactions). For more information on NDAs in M&A transactions, see Confidentiality/Non-Disclosure Agreements in Public M&A Deals and Confidentiality/Non-Disclosure Agreements in Private M&A Deals. For template NDAs that you can use in conjunction with this joinder agreement, see Mutual Confidentiality and Non-disclosure Agreement, Confidentiality and Non-disclosure Agreement (Merger Transaction). For comprehensive collections of resources organized by transaction structure, see Asset Acquisition Resource Kit, Stock Acquisition Resource Kit, Private Merger Transaction Resource Kit, and Public Merger Transaction Resource Kit.