As our economy recovers, clients are returning to the possibility of selling their businesses. The first step in the process is agreeing on how to protect the information that the seller is providing to the buyer, what is often called an “NDA”, a non-disclosure agreement. Many owners are excited to hear about the interest in their company, so they rush into signing any form of NDA which is provided to them by the buyer. A wise seller, however, will scrutinize any proposed NDA, and will engage its attorney at the earliest point in the negotiations. In so doing, the attorney can help the client craft an NDA appropriate for that seller’s particular situation and protection. For example, if a seller has information that requires some particular method to properly protecting the information, the NDA most contemplate that process. Further, an attorney familiar with the seller’s business should be able to counsel the client as to what is typical in a particular industry and whether any proposed NDA is either overreaching or poses a danger not immediately apparent to the client.
