M&A NDA Email Templates

Dear [Name/Investment Banker],

Thank you for taking the time to discuss [Target Company] with us. Based on our preliminary conversations, we are interested in exploring a potential transaction and would like to proceed to due diligence.

As a next step, we would like to enter into a mutual confidentiality agreement that will allow both parties to share the information necessary to evaluate a transaction. We are prepared to move quickly on NDA execution.

Please send your standard form of confidentiality agreement at your earliest convenience, or let us know if you would prefer that we provide our form for your review.

We look forward to continuing our discussions.

Best regards,
[Your Name]
[Title]
[Company]

Dear [Name],

Thank you for your interest in exploring a potential transaction with our client. Attached please find a form of Confidentiality Agreement for your review and execution.

This agreement reflects our standard terms for transactions of this nature. Please note the following key provisions:

- Confidentiality obligations extend for a period of [X] years
- Standstill provisions are included for [X] months
- Non-solicitation of employees applies during the standstill period

We would appreciate receiving an executed copy by [Date]. Upon execution, we will provide access to the confidential information memorandum and virtual data room.

Please do not hesitate to contact me if you have any questions or wish to discuss any of the terms.

Best regards,
[Name]
[Investment Bank]

Dear [Name],

Thank you for sending the draft Confidentiality Agreement. We have reviewed the document carefully and are generally comfortable with the terms. However, we have concerns regarding the standstill provisions in Section [X] that we believe require modification.

Specifically:

1. Duration: A [24]-month standstill is longer than market standard for transactions of this size. We propose reducing this to 12 months.

2. Fall-away provision: We request the addition of a "fall-away" provision that would terminate the standstill if [Company] enters into discussions with, or receives an acquisition proposal from, any third party.

3. Waiver requests: We request the deletion of the "don't ask, don't waive" language, which would prevent us from even privately requesting a waiver of the standstill.

Attached is a redline showing our proposed changes. We believe these modifications reflect market-standard terms while still providing appropriate protections for [Company].

We remain very interested in proceeding and look forward to resolving these points quickly.

Best regards,
[Name]

Dear [Name],

Thank you for your comments on the Confidentiality Agreement. We have reviewed your proposed revisions and respond as follows:

Accepted:

- Reduction of confidentiality term to [2] years (Section [X])
- Carve-out for legally-required disclosures (Section [X])
- Inclusion of standard exceptions for public information (Section [X])

Not Accepted:

- Residuals clause: Our client is not in a position to accept a broad residuals provision given the sensitive nature of the proprietary information that will be disclosed. We can discuss more limited alternatives.

- Standstill reduction: An 18-month standstill is the minimum our client will accept given the competitive dynamics in this process.

Attached is a revised agreement reflecting the accepted changes. We are available to discuss the remaining open items at your convenience.

Best regards,
[Name]

Dear [Name],

As we continue our review of the Confidentiality Agreement, we would like to discuss the inclusion of a residual knowledge provision.

As you know, during the due diligence process our team will necessarily be exposed to information about [Company]'s business. While we fully intend to comply with all confidentiality obligations, we are concerned about the risk that routine business activities could be alleged to violate the NDA based on general knowledge retained by our personnel.

We propose adding the following standard residuals provision:

"Notwithstanding anything to the contrary, the Receiving Party's personnel may use Residual Knowledge for any purpose. 'Residual Knowledge' means ideas, concepts, know-how, or techniques that are retained in the unaided memory of the Receiving Party's personnel who have had access to the Confidential Information, but does not include any specific customer data, pricing information, or trade secrets."

This is a market-standard provision that appropriately balances both parties' interests. We are happy to discuss reasonable limitations if you have specific concerns.

Best regards,
[Name]

Dear [CEO/CFO Name],

I wanted to reach out directly regarding the confidentiality agreement for our potential transaction. While our legal teams have made good progress, there are a few remaining points that I believe warrant a business-level discussion.

Specifically, we have reached an impasse on:

1. [Issue 1]: [Brief business explanation]

2. [Issue 2]: [Brief business explanation]

From our perspective, these are not attempts to gain negotiating advantage, but rather practical business concerns that need to be addressed for us to proceed comfortably.

Would you have 15 minutes for a brief call to discuss? I believe we can resolve these points quickly with a direct conversation and get the NDA executed so we can move forward with diligence.

I remain very enthusiastic about this opportunity and look forward to speaking with you.

Best regards,
[Your Name]
[CEO/CFO]

Dear [Name],

Please find attached the fully executed Confidentiality Agreement dated [Date] between [Buyer] and [Seller].

With the NDA now in place, we are prepared to proceed with the next phase. Please:

1. Provide access credentials for the virtual data room
2. Share the Confidential Information Memorandum
3. Confirm availability for a management presentation during the week of [Date]

We have assembled our diligence team and are ready to begin review immediately upon receiving access. Our preliminary diligence list is attached for your reference.

Thank you for your cooperation in bringing the NDA to execution. We look forward to the next phase of discussions.

Best regards,
[Name]

Dear [Name],

Thank you for sending the Confidentiality Agreement. We have begun our review and remain very interested in proceeding with the transaction.

However, given [the complexity of the provisions/our internal approval requirements/the holiday period], we are writing to request an extension of the deadline from [Original Date] to [Requested Date].

This additional time will allow us to:

- Complete a thorough legal review of the document
- Obtain necessary internal approvals
- Prepare thoughtful comments on any provisions requiring modification

We can assure you that this request reflects our desire to engage substantively with the agreement, not any lack of interest in the opportunity. Please let us know if the extended timeline works for your process.

Best regards,
[Name]