Draft deal-side NDAs in Word — buy-side or sell-side
Standstills, non-solicits, exclusivity, club-deal language, residuals — all the deal-specific clauses your commercial NDA template doesn't have.
Quick Answer
LexDraft's M&A Confidentiality Agreement covers the five clauses commercial NDAs skip: standstill (12-month default), non-solicit of key employees + customers, exclusivity windows, residuals-information carve-out (much tighter than commercial NDAs), and club-deal sharing rights. Sell-side variants add data-room access controls; buy-side variants add due-diligence-period limitations.
M&A-specific clauses LexDraft generates
Standstill
Bidder cannot acquire stock, make tender offers, propose mergers, or seek board representation outside the negotiated process. 12-month default; fall-away triggers built in.
Non-solicit of employees
No hiring of named key employees (with general-advertisement carve-out) for 12 months. Tightened to specific senior roles by default.
Non-solicit of customers
No active solicitation of the target's customers identified in the data room. Carve-out for pre-existing relationships.
Exclusivity
Seller agrees not to negotiate with other bidders for 30-60 days. Critical for sell-side; LexDraft flags if missing.
Residuals carve-out (tight)
Much narrower than commercial NDAs — typically excludes all financial data, customer lists, and pricing. Bidder limited to unaided-memory residuals only.
Club-deal language
Permits sharing with named consortium members (PE co-investors, advisors, lenders) under back-to-back confidentiality obligations.
Data-room access controls
Sell-side: named-user list, watermarking acknowledgement, download restrictions, post-process return obligations.
Definitive-agreement carve-out
"No legally binding obligation until definitive agreement is signed" — protects against pre-contractual liability theories.
Reviewing the counterparty's draft?
Paste their NDA. LexDraft's surgical-edit review flags one-sided clauses (standstill without fall-away, asymmetric residuals, missing data-room controls) with severity badges — Critical / High / Medium so you can prioritize.
Faster M&A NDAs, fewer missed clauses
Draft buy-side or sell-side in Word. Standstill, non-solicit, exclusivity — all the deal-specific clauses, all the time.
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