Confidentiality Agreement (M&A) — Word & PDF Template

This M&A confidentiality agreement protects sensitive information disclosed during a potential acquisition or investment. It allows a buyer to review a target business under strict confidentiality, with standstill and non-solicitation protections for the seller.

Who is this template for?

It is intended for buyers, sellers, investors and their advisers in England and Wales exploring a share purchase, business sale or investment. Use it before sharing financial and commercial information in a transaction process.

What does the template include?

The agreement is organised into clearly numbered clauses covering disclosure:

• Parties — identifies the disclosing and receiving parties.
• Purpose — the permitted purpose of disclosure.
• Definition of confidential information — what is protected.
• Exclusions — information not treated as confidential.
• Obligations of the receiving party — duties of the recipient.
• Standstill and non-solicitation — restrictions during the process.
• No representations or warranties — limits on reliance.
• No obligation to proceed — freedom to walk away.
• No licence granted — no IP rights conferred.
• Duration — how long obligations last.
• Return and destruction of information — at the end of discussions.
• Announcement and confidentiality of discussions — keeping talks private.
• Remedies — enforcement on breach.
• Governing law — England and Wales jurisdiction.
• Signatures — execution by both parties.

Easy to customise

The template works in Microsoft Word, Google Docs and LibreOffice. Fill in the highlighted fields, set the purpose and duration and remove anything that does not apply.

Format and scope

Supplied as an editable Word (.docx) file and a ready-to-print PDF, formatted to A4. Written in plain British English with light, general references to England & Wales law.