This is the standard mutual non-disclosure agreement we use at the start of any substantive conversation about a possible practice acquisition. It is one page. It binds both sides. Sign electronically (DocuSign, Adobe Sign, or your preferred e-signature tool), or print, sign, and scan, whichever suits. Return by email; we counter-sign and return the executed copy by reply.
If your solicitor would prefer to mark up the document, that is fine; mark-ups have so far been minimal and we accept reasonable changes without delay.
Mutual non-disclosure agreement
Date: _________________
Parties:
(1) Jack Ross Chartered Accountants of Barnfield House, The Approach, Manchester M3 7BX ("Jack Ross"); and
(2) _____________________________ of _____________________________________________________________________ ("the Practice").
Background
The parties wish to discuss a possible acquisition by Jack Ross of all or part of the Practice's business and goodwill ("the Discussions"). In the course of the Discussions each party may disclose to the other information that is confidential. This agreement governs how that information is to be treated.
1. Definition of Confidential Information
"Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Discussions, whether written, oral, or in any other form, that is by its nature confidential or is marked or stated to be confidential. Confidential Information includes, without limitation, client lists and identities, fee schedules, financial information, staff details, software and systems information, and the existence and content of the Discussions themselves.
2. Obligations of the Receiving Party
The Receiving Party shall:
- keep all Confidential Information in strict confidence and not disclose it to any third party without the Disclosing Party's prior written consent, save to its own professional advisers (solicitors, accountants, tax specialists) on a strict need-to-know basis and on equivalent confidentiality terms;
- use the Confidential Information only for the purposes of evaluating the proposed acquisition and not for any other purpose;
- protect the Confidential Information using the same level of care it applies to its own confidential information of a similar kind, and in any event no less than a reasonable standard of care;
- on the Disclosing Party's written request following the end of the Discussions, return or destroy all Confidential Information in its possession, save copies retained for regulatory or audit purposes which remain subject to this agreement.
3. Exclusions
The obligations in this agreement do not apply to information that the Receiving Party can demonstrate:
- was already in its possession on a non-confidential basis before disclosure;
- is or becomes publicly available other than through breach of this agreement;
- was independently developed by the Receiving Party without reference to the Confidential Information;
- is required to be disclosed by law or by a regulator, in which case the Receiving Party shall give the Disclosing Party prompt written notice where lawful to do so.
4. No commitment
This agreement does not oblige either party to enter into any further agreement or to complete any transaction. Either party may withdraw from the Discussions at any time without liability beyond the obligations in this agreement.
5. Term
This agreement remains in force for three years from the date above, regardless of whether the Discussions lead to a transaction.
6. Governing law
This agreement is governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Signed for and on behalf of Jack Ross Chartered Accountants
Signature: _________________________
Name: _________________________
Position: Managing Partner
Date: _________________________
Signed for and on behalf of the Practice
Signature: _________________________
Name: _________________________
Position: _________________________
Date: _________________________
To return: complete and sign electronically (DocuSign, Adobe Sign, or similar) or print-and-scan, then return through the secure channel the Managing Partner shared when they sent this template to you. We counter-sign and return the executed copy by reply.