Nondisclosure Agreement with Merger Candidate

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This Nondisclosure Agreement with Merger Candidate is between two companies who have discussed merger and now desire to share confidential information.

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This Nondisclosure Agreement with Merger Candidate is between two companies who have discussed a potential merger and desire to review confidential and proprietary information in each company's possession. This agreement sets out the identity of the companies and that all confidential information received will be disclosed only to receiving party's personnel on a need-to-know basis.

This agreement also sets forth the parties' agreement that all confidential information will be kept confidential and not disclosed to any third party or competitor. If the business relationship between the companies is terminated, all confidential information will be returned to the other party and any copies will be destroyed.

This Nondisclosure Agreement with Merger Candidate includes the following:
  • Confidential Information: Specifies that discussions have been held regarding a proposed transaction involving the respective companies and that confidential information (i.e. financial records, projected activities and customers) will be divulged;
  • Agreement Not to Disclose: Specifies that both companies will provide confidential information to the other and that this information will only be disclosed to those who agree to be bound by the terms of this agreement;
  • Termination of Agreement: If agreement is terminated, the restrictions surrounding confidential information will remain in effect;
  • Signatures: A representative of each corporation must sign this agreement and it must be agreed and confirmed.

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This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Nondisclosure Agreement with Merger Candidate
State Law Compliance: This form complies with the laws of all states
Number of Pages7
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43667
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
Nondisclosure Agreement
with Merger Candidate


[Letterhead of __________________ Corporation]
________ , 20__
[Name and Address of _________________ Corporation]
In connection with our ongoing discussions regarding a proposed business transaction involving our respective companies, each of us has requested the opportunity to review information obtained in writing or through oral communication which the other views as confidential or proprietary including but not limited to, information regarding the Disclosing Partys business; plans; financial results and statements; markets; projected activities and results of operations; customers; materials requirements and sources; suppliers; contracts; backlog; means, methods and processes of manufacture and assembly; trade secrets; and stock ownership and financial information (collectively, Confidential Information”).
While each of us understands the others desire to review and examine such Confidential Information, and has no general objection to providing it as requested under the circumstances, we believe it is appropriate that each of us obtains the written agreement of the other to maintain the confidentiality of the Confidential Information before it is made available. We believe it is important to exert every possible effort to minimize the risk that any of our respective plans, trade secrets, or other information might be disclosed or utilized in any improper fashion or in any way harmful to us.
Accordingly, this letter will confirm our agreement (Agreement”) between the _________________________ Corporation (“_________________________”) and the _________________________ Corporation (“_________________________”) under which each party agrees to preserve the confidentiality of Confidential Information provided to it by or on behalf of the other. In this Agreement, each use of the term Disclosing Party” refers to either party who divulges its own Confidential Information to the other party, and each use of the term Receiving Party” refers to either party who receives the other partys Confidential Information.
______________________________s Confidential Information is being provided to _________________________ and _________________________s Confidential Information is being provided to _________________________to enable both _________________________ and _________________________ to consider the desirability, feasibility, and timing of a potential business transaction involving _________________________ and _________________________. However, each party understands and acknowledges that: (1) the Confidential Information received from the Disclosing Party has competitive value to the Disclosing Party; (2) significant irreparable damage and harm could result to the Disclosing Party if the Confidential Information were disclosed or used in violation of this Agreement; and (3) the Disclosing Party agrees to provide the Confidential Information to the Receiving Party in reliance upon the Receiving Partys covenants in this Agreement.
Each Receiving Party agrees that Confidential Information of the Disclosing Party will be disclosed only to such of the Receiving Partys personnel, outside experts and advisors, as: (1) reasonably need to know such information to advise the Receiving Party in connection with, or to determine the value or desirability of entering into, a transaction of the type under discussion with the Receiving Party, or to make decisions (or to participate in the making of such decisions) affecting the Receiving Party in relation to the Disclosing Party; and (2) agree to be bound by the provisions and restrictions regarding Confidential Information contained herein.
Furthermore, each Receiving Party agrees that: (1) all of the Disclosing Partys Confidential Information will be kept and maintained confidential by the Receiving Party; (2) will not be disclosed to any third person (except as described in the preceding paragraph); (3) will under no circumstances (and without in any manner limiting the preceding clause) be disclosed to, or utilized in connection with, any supplier, customer, or competitor (present or potential) of the Disclosing Party (including any such person now or hereafter controlled by the Receiving Party); and (4) will not in any way be used, or be permitted to be used, in a manner detrimental to the Disclosing Partys business and prospects.
If and when the proposed business relationship between _________________________ and _________________________ should be terminated, the foregoing restrictions shall nonetheless continue and remain in effect, and each party shall return to the other all copies of Confidential Information then held by either of them, or eithers agents and advisors, or shall certify to the others satisfaction that all such copies have been destroyed, and neither party nor its agents or advisors will retain any of the Confidential Information of the other party in its or their possession or control.
The foregoing limitations will not apply to any information disclosed by either Disclosing Party that would otherwise be within the definition of Confidential Information: (1) if such information is generally and readily available to the public at the time of its disclosure to the Receiving Party; or (2) after the time, if any, that such information becomes generally and readily available to the public without any breach by the Receiving Party (or by any of its personnel or experts or advisors) of the obligations binding on the Receiving Party and reflected herein; or (3) after the expiration of five years from the date hereof.
Each party agrees that the other party may enforce directly the terms of this Agreement and may obtain equitable or injunctive relief without a hearing or posting of bond, as may be allowed by law.
If the foregoing is acceptable, please sign and return the enclosed copy of this letter. If you should have any questions or concerns, please do not hesitate to call.
Yours truly,
_________________________ CORPORATION
By: _______________  
(Authorized Officer)
_________________________ CORPORATION
By: ________  
(Authorized Officer)

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