NDA before sharing financial information with a buyer

Financial information tells a buyer more than the accounts show: margins by customer and product, the dependence on particular contracts, the cost base, and the forecasts and assumptions behind the asking price. Sharing it with a buyer, an investor or a lender before a deal is agreed exposes the business to the information being used in the negotiation, passed to a competitor, or kept when the buyer walks away. A non-disclosure agreement covering the financial disclosure protects each of those, and the staging of the disclosure does the rest. I review the NDA a buyer has produced, or draft one for the business, for a fixed fee of £495 in three working days.

Who this is for

Business owners, finance directors and advisers in England and Wales preparing to share financial information with a prospective buyer, an investor, a lender, a landlord or a major customer conducting due diligence, and buyers asked to sign a seller's NDA before receiving figures. Both parties contract as businesses.

What matters in an NDA before sharing financial information with a buyer

Staging the disclosure and what each stage reveals

The NDA should be signed before anything beyond the filed accounts is shared, and the disclosure should be staged: headline figures and the last filed accounts first, management accounts and the forecast once interest is confirmed, and customer-level margins, the cost base and the detailed model only after heads of terms. The review advises on the staging and drafts the NDA so that each stage is covered, with the most sensitive figures disclosed to the buyer's advisers rather than its commercial team where the buyer is a competitor.

The figures, the model and the assumptions

The definition of confidential information should cover the accounts, management information, forecasts, budgets, the financial model and its assumptions, customer and supplier contracts and pricing, and the analyses the buyer prepares from them, which remain confidential even though the buyer created them. The model and its outputs are the seller's copyright under section 11 of the Copyright, Designs and Patents Act 1988, and the NDA should say that the buyer receives no licence beyond the evaluation.

Forecasts, and the statements the seller makes about them

A forecast is a statement about the future, and a buyer that later claims it was misled by one will point to what was said with it. The NDA should record that the information is provided for the buyer's own evaluation, that no representation is made as to its accuracy or completeness except as set out in a sale agreement, and that the buyer relies on its own due diligence. That does not exclude liability for fraud and is subject to the reasonableness test in section 3 of the Misrepresentation Act 1967, but it frames the disclosure, and the review drafts it with the sale agreement's warranties in mind.

The buyer's advisers, funders and the people who see the numbers

The buyer will share the figures with its accountants, lawyers, lenders and, where it is a fund, its investment committee, and the NDA should permit disclosure to named categories who need to know, bound by equivalent obligations, with the buyer responsible for them. The review checks that a buyer's lender or co-investor is not a competitor of the seller, and that the buyer's affiliates and portfolio companies are excluded unless the seller agrees.

Misuse of the figures in the negotiation and beyond

The information disclosed to value the business can be used to renegotiate the price, to approach the seller's customers with better terms, or to inform the buyer's own business if the deal fails. The NDA should confine use to evaluating and negotiating the transaction, should prohibit the buyer contacting the seller's customers, suppliers, staff or lenders without consent, and should carry a non-solicitation clause for a period after the discussions end, drafted proportionately since a restriction between businesses in the same market can raise issues under section 2 of the Competition Act 1998.

Deletion, duration and the personal data in the figures

If no deal follows, the buyer should return or delete the information and confirm it has done so, with a carve-out for copies its advisers must retain and for material in routine backups, and the obligations should continue for a stated period, with trade secrets protected for as long as they remain secret under the standard in the Trade Secrets (Enforcement, etc.) Regulations 2018. Customer-level and staff-level figures contain personal data, which the seller must be able to justify disclosing under the UK GDPR and the Data Protection Act 2018, and the review advises on anonymising it at the early stages and confining the buyer's use of it to the evaluation.

What it costs

NDA review or drafting, £495. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The buyer wants our full management accounts before it will make an offer. Should we send them?

Not before an NDA is signed and not all at once. The review advises on staging: headline figures first, management accounts once interest is confirmed, and customer-level margins and the model after heads of terms, with the most sensitive figures going to the buyer's advisers where the buyer is a competitor.

Can the buyer use our figures to argue the price down?

The figures are disclosed so that the buyer can value the business, and negotiation on them is what the disclosure is for; what the NDA prevents is use of the information for any purpose other than the transaction, contact with your customers and staff, and retention if the deal fails.

Our forecast turned out to be optimistic. Can the buyer sue us for it?

A claim would depend on what was said about the forecast and whether the buyer relied on it, which is why the NDA should record that no representation is made and that the buyer relies on its own due diligence, with the warranties confined to the sale agreement. The review drafts that framing.

Related guidance and services

• Contract review, £495, the service this page describes
• Shareholders agreement, £995
• NDA before selling your business
• NDA for an investor conversation

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.