Agreement · Mergers & Acquisitions / Private Equity
Deal-process mutual nondisclosure agreement
Mutual nondisclosure agreement for a US sale process. It adds a no-contact rule, a representatives clause and an optional exclusivity block to the ordinary commercial duties. It does not oblige either party to do a deal.
- Kind
- Agreement. A contract between two or more parties.
- Where it applies
- United States
- AI use
- Yellow You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at
- 22 October 2026
- Status
- Maintained. Checked on 22 October 2026 against the 3 authorities it cites, for United States.
- Version
- 1
- Source
- Written for this library
When to use it
Use when a buyer will see non-public information about a target in a sale process. For an ordinary commercial discussion that is not a sale, use the commercial mutual nondisclosure agreement. For a public-company target, do not add a standstill without securities advice.
Used for these tasks
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may compare the seller's process draft with this form and flag a standstill, a non-solicit or a one-way residual clause. The lawyer decides which of those the client will accept.
AI may
- Mark clauses in the seller's draft that are not in this form
- Fill party names and the process description from the matter sheet
- Check that the agreement says neither party must proceed with a transaction
AI must not
- Must not accept a standstill, a non-compete or a residual-information clause
- Must not load the target's confidential information into a tool the draft would prohibit
- Must not delete the statement that discussions are not an agreement to sell
The lawyer checks
- Representatives are limited to people who need to know, and the recipient is responsible for them
- Exclusivity, if any, has an end date and is initialled only if the client agreed to be bound
- No standstill is included unless securities counsel has approved the wording for this target
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
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The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
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