Reprinted with permission from the October 28, 2019 edition
of the “New York Law Journal”© 2017 ALM Media
Properties, LLC. All rights reserved. Further duplication without
permission is prohibited, contact 877-257-3382 or [email protected].
Non-disclosure agreements, or NDAs, are essential components of
public and private merger and acquisition sale processes, as they
facilitate the flow of commercial information from the target to
the acquirer for due diligence purposes while protecting the
target’s proprietary and competitively sensitive information.
Particularly in circumstances where the potential acquirer and
target operate in the same industry, the target may be concerned
that the information provided to the acquirer for due diligence
could be used for another, potentially improper, purpose. Thus, a
key provision in almost every NDA is a “use” clause,
which limits the ways in which the party receiving confidential
information may use that information.
