The Ins and Outs of Nondisclosure Agreements and Letters of Intent

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Tuesday, October 29, 2019
12:30 PM - 01:30 PM ET
11:30 AM - 12:30 PM CT
09:30 AM - 10:30 AM PT

In this session, our panelists discussed confidentiality agreement considerations, terms often negotiated in confidentiality agreements, as well as the pros and cons of utilizing letters of intent and matters covered therein.


  • Focus on the definition of “confidential information” and exclusions in confidentiality agreements. Buyers want a narrow definition and broad exclusions, and sellers want a broad definition and limited exclusions. 
  • If the disclosing party is a public company, the confidentiality agreement should contain appropriate provisions to ensure compliance with securities laws, and parties should consider whether to include a standstill arrangement. 
  • Confidentiality agreements may not always prevent the disclosure of confidential information. Disclosing parties should have a contingency plan for dealing with leaks, and take appropriate measures to protect extremely sensitive information. 
  • Confidentiality agreements should not usurp a seller’s ability to control the sale process. 
  • Be mindful of the overall deal timeline when negotiating a letter of intent.
  • Be careful not to create a binding contract when entering into a letter of intent—clarify which provisions, if any, are binding and which are not binding. 
  • Even though a letter of intent is not binding, prepare for disputes if parties deviate from the terms set forth therein. 

For more information on this topic, please contact our participants.