Non-disclosure and disclosure agreements for M&A transactions

Before numbers are shared or diligence begins, confidentiality sets the tone

A poorly structured NDA or disclosure letter can expose sensitive data, weaken negotiation leverage, or delay closing.

At dups, we structure, draft, and negotiate non-disclosure agreements (NDAs) and disclosure letters that protect information, define boundaries, and enable transparent, efficient transactions. Our legal and financial teams work together to ensure every clause supports your deal logic, not just compliance.

Why confidentiality matters in M&A

Every M&A or fundraising process involves a paradox: you must disclose enough to move the deal forward, but protect enough to stay safe if it falls apart.

That's where we come in, designing NDAs and disclosure frameworks that balance transparency and protection. We ensure sensitive data is disclosed only when needed, confidentiality obligations are enforceable, buyers and investors are covered by proper agreements, and disclosure schedules align with warranties and indemnities.

Our approach: from first contact to closing

1. NDA drafting and negotiation

We prepare or review NDAs tailored to your deal stage: mutual NDAs (when both sides exchange information), one-way NDAs (typical for investor outreach or early buy-side exploration), and advisor NDAs (covering intermediaries, consultants, and data room users).

We align the NDA with your transaction strategy, not just standard templates. Clauses on duration, permitted use, residuals, and jurisdiction are adapted to your risk profile.

2. Data room and disclosure strategy

Once NDAs are in place, we guide you through what to share, when, and how. Our team helps structure your data room and define what qualifies as confidential vs. disclosable, keeping your leverage intact during early diligence.

3. Disclosure letter preparation (sell-side)

In M&A exits, the disclosure letter is crucial. It lists exceptions to warranties and protects the seller from post-closing claims. We draft disclosure letters aligned with your SPA or investment agreement, cross-check disclosures against diligence findings, and balance transparency (to avoid misrepresentation) and protection (to avoid oversharing).

The goal: minimize exposure, maximize control.

4. Integration with legal and financial streams

Because our financial and legal teams work together, your NDA and disclosure terms are synchronized with diligence findings, governance and SPA clauses, and post-closing obligations. Nothing falls through the cracks, and your confidentiality framework evolves with the deal.

Use cases by deal type

Fundraising

Investor NDAs before data room access, selective disclosure protocols (metrics, financials, product roadmap), and advisor and partner NDAs.

Buy-side M&A

Target NDAs for pre-diligence access, internal NDA cascade for advisors and team members, and protection against data misuse after deal withdrawal.

Sell-side and company sale

Buyer NDAs for controlled information sharing, disclosure letters linked to warranties and indemnities, and data redaction strategies before due diligence.

What makes dups different

One integrated team: your NDAs and disclosure letters are drafted in sync with your financial strategy and deal documentation, not in isolation.

Real-world experience: we've seen hundreds of transactions; we know where confidentiality breaks down and how to prevent it.

Fast and pragmatic: we move as quickly as your deal, templates adapted within hours, negotiation handled without unnecessary complexity.

Protective, not paranoid: we protect what matters without overcomplicating access or slowing your deal momentum.

Deliverables you can expect

We produce confidentiality and disclosure documentation tailored to your deal:

• Non-disclosure agreements (one-way, mutual, advisor)
• Data room access protocol and confidentiality index
• Disclosure letter drafting and alignment with SPA
• NDA redline and negotiation support
• Confidentiality carve-out analysis
• Post-closing confidentiality and non-solicitation clauses

Every deliverable is designed to protect your information while enabling efficient transaction progress.