Why is LP information so sensitive in fund NDAs?

Limited partner identities, commitment amounts, and capital call schedules are highly confidential. LP agreements typically prohibit disclosure, and unauthorized sharing can breach fiduciary duties, damage fundraising relationships, and expose the GP to liability.

What deal flow protections should fund NDAs include?

Fund NDAs should protect deal flow by prohibiting independent pursuit of disclosed opportunities, restricting use of deal information for competitive purposes, and addressing what happens if both parties are independently evaluating the same target.

How do fund-of-funds NDAs differ from direct fund NDAs?

Fund-of-funds relationships involve sharing information about underlying fund managers, portfolio construction, and manager due diligence. NDAs must protect both the FoF's manager selection process and the underlying managers' confidential information.

What co-investment terms should be addressed in fund NDAs?

Co-investment NDAs should address deal allocation, follow-on rights, information rights post-closing, syndication restrictions, and what happens if the lead investor exits while co-investors remain.

Fund-to-Fund NDA | PE/VC Partnerships & Co-Investment

🔒 What This NDA Protects

👥 LP Information

Limited partner identities, commitment amounts, and capital schedules.

LP names and affiliations
Commitment amounts and percentages
Capital call and distribution schedules
Side letter terms

📈 Deal Flow

Proprietary investment opportunities and pipeline information.

Target company identities
Valuation analyses
Term sheet negotiations
Due diligence findings

💰 Economics

Carried interest, fees, and fund performance data.

Carry calculations and waterfalls
Management fee structures
IRR and multiple calculations
Benchmark comparisons

📋 Fund Documents

Governing documents and operational information.

LPA terms and conditions
Investment committee materials
Portfolio company reports
Valuation methodologies

⚖️ Key Provisions for Fund NDAs

LP Confidentiality

Explicitly protect LP identities and economic terms. Address FOIA implications for government pension LPs and public disclosure requirements.
Deal Flow Protection

Prohibit independent pursuit of disclosed opportunities. Define standstill periods and address what happens if both parties are already evaluating the same target.
Carried Interest Terms

Protect carry waterfall structures, GP commitment levels, and hurdle rate calculations as trade secrets.
Form ADV Carve-out

Allow disclosure required on Form ADV for registered investment advisers. Address what fund information must be disclosed vs. can be protected.
Portfolio Company Access

Define when and how confidential portfolio company information can be shared. Address conflicts when both parties have investments in the same company.
Non-Circumvention

Prevent the receiving party from pursuing disclosed opportunities directly or through affiliates without the disclosing party's involvement.

Deal Flow Considerations

Critical issues when sharing investment opportunities

🔍 Independent Discovery

Address what happens if the receiving party was already evaluating or becomes aware of an opportunity through independent channels. Document existing deal knowledge before sharing.

⏳ Standstill Periods

Define how long the receiving party must refrain from pursuing disclosed opportunities. Typical periods range from 12-24 months depending on deal complexity.

🔗 Affiliate Restrictions

Extend restrictions to affiliates, portfolio companies, and other funds managed by the same sponsor. Address parallel fund and co-investment vehicle issues.

💰 Broken Deal Costs

Address allocation of deal costs if the receiving party uses disclosed information to pursue the opportunity after the disclosing party withdraws.

🤝 Co-Investment Relationship Considerations

When the NDA is for a co-investment relationship, additional provisions should address ongoing information sharing:

Information Rights: Define what portfolio company information the co-investor will receive post-closing
Follow-On Rights: Address whether the co-investor has rights to participate in subsequent rounds
Exit Coordination: Define information sharing obligations when one party seeks to exit
Drag-Along/Tag-Along: Ensure NDA doesn't conflict with governance rights in transaction documents
Secondary Sales: Address confidentiality when one party seeks to sell its position on the secondary market

⚠️ Consult a Securities Attorney

Private fund relationships involve complex securities law considerations including Investment Advisers Act requirements, Regulation D compliance, and state blue sky laws. This template addresses common issues but should be reviewed by fund counsel familiar with your specific fund structure and regulatory status. LPA provisions often contain confidentiality requirements that must be coordinated with any NDA.