M&A NDA for bidders in a sale process

The outline above is the real agreement the generator builds for a bidder. Each section works as follows.

• Definitions. Confidential Information is everything the company shares for the Purpose, marked or reasonably understood as confidential, and the fact that talks are taking place. The Purpose is evaluating and negotiating a possible acquisition or strategic transaction. The Transaction covers an acquisition, merger, investment or other deal for the company or a material part of it. Debt or equity financing sources and co-bidders count as Representatives only with the company's prior written consent.
• Exclusions. Public information, prior knowledge, independent development and lawful receipt from third parties are excluded, with the bidder carrying the burden of proof.
• Obligations of the bidder. Use only for the Purpose, no unauthorized disclosure, at least reasonable care, no reverse engineering, prompt notice of a leak, and an acknowledgment of US securities laws on material non-public information.
• Permitted and compelled disclosures. Approved Representatives who need to know, a subpoena, court order and stock exchange procedure, and an exception for routine regulatory examinations not aimed at the company.
• Return or destruction. Return or destroy on request, with retained backups staying confidential.
• No license and no warranty. Information is provided as is, which matters because the bidder will rely only on the definitive agreement.
• Transaction process. No one must pursue or close a deal until a definitive agreement is signed, the company may run the process as it sees fit, talk to other bidders, change the rules and end talks at any time, and only representations in the definitive agreement have legal effect.
• Non-solicitation. For 12 months, the bidder may not solicit employees it met or learned about through the process. General job ads and search firm engagements are allowed.
• Standstill. For 12 months, without an invitation from the board, the bidder may not buy securities, material assets or debt of the company, propose a merger or tender offer, solicit proxies, seek board influence, join a group to do any of these, or publicly ask for a waiver. A confidential proposal to the board or CEO is allowed.
• Fall-away. The standstill ends early if the company signs a deal with a third party for a majority of its voting securities or substantially all of its assets, or if a third party launches a tender offer the board does not oppose within 10 business days.
• No contact. Without consent, no contact with officers, employees, customers, suppliers, distributors, landlords or lenders about the deal. All requests go to the people the company designates, and ordinary course business contacts unrelated to the deal are still allowed.
• Term, survival, remedies, governing law. Your chosen term and confidentiality period, trade secret protection as long as it qualifies, equitable relief, and Delaware or another state you select.

A standstill protects the seller and its board from a bidder that uses inside information to go around the process, for example by buying shares in the market or making a public offer. It is most important for public companies and for private companies with dispersed ownership, but private sellers often include it as well. Bidders push back hardest on its length and on the fall-away triggers.

Some states have rules on the effect of "don't ask, don't waive" provisions in public deals, and Delaware courts have reviewed them closely. Have deal counsel set the final standstill terms.

When a bidder sends a markup, run an AI NDA review on it to spot a shortened standstill, a removed no-contact clause or an added residuals clause. For the full workflow from teaser to data room, see NDA data room.

1. Generate the bidder NDA once with your terms, and lock the protected clauses as a team template so nobody edits the standstill by accident.
2. Use bulk send on the Business plan to send the same NDA to every bidder on the list, each with a personal signing link.
3. Track every bidder in one view, from sent and viewed to signed or declined, and nudge the slow ones.
4. On the Company plan, the nda.signed webhook can unlock the bidder's folder in the data room as soon as the NDA is signed.