NDAs & Letters of Intent
The two documents every business sale runs through — what they do, what goes in them, and how SellSide handles both for you.
Built into SellSide
- ✓Click-to-sign NDA. Sellers can protect a listing so buyers must accept a confidentiality undertaking before confidential financials unlock. Each signer is emailed a copy automatically, and every acceptance is timestamped, IP-logged and recorded in an audit trail only the seller and our team can see.
- ✓LOI generator. Turn an agreed offer into a formatted letter of intent in a couple of clicks, ready to send.
What an NDA should cover
A confidentiality agreement doesn't need to be long — it needs to be clear. The essentials:
- • A definition of what counts as confidential information
- • A promise to keep it private and use it only to evaluate the deal
- • Non-solicitation of the business's customers and staff
- • An obligation to return or destroy information on request
- • Carve-outs for information that is already public or already held
- • How long the obligations last
What a letter of intent should cover
An LOI frames the deal before lawyers get involved. Typically it sets out:
- • The proposed price and how it's structured (cash, earnout, seller financing)
- • What's included in the sale (assets or shares)
- • Key conditions and any exclusivity period
- • The due-diligence process and timeline to completion
- • Which parts are binding (usually confidentiality and exclusivity) and which aren't
NDA & LOI FAQ
What is an NDA in a business sale?
A non-disclosure agreement is a confidentiality undertaking the buyer signs before seeing sensitive information about a business. It commits them to keep the information private and use it only to evaluate the opportunity.
What should an NDA cover?
A clear definition of confidential information, a promise not to disclose or misuse it, a non-solicitation of customers and staff, a return-or-destroy obligation, standard carve-outs for public information, and how long it lasts.
What is a letter of intent (LOI)?
An LOI sets out the buyer's proposed price and key terms before the full legal agreement is drafted. It's mostly non-binding but signals serious intent and frames the negotiation and due diligence that follow.
Is a signed NDA legally binding?
Generally yes — a confidentiality undertaking accepted by someone with authority is enforceable. Keep a record of who signed and when. On SellSide every acceptance is timestamped, IP-logged and emailed to the signer automatically.
These explanations are general information, not legal advice. For a specific transaction, have your agreements reviewed by a qualified adviser.
Getting a deal moving?
Our M&A team can prepare and review the paperwork and steer the process end to end. Book a no-obligation call.