Confidentiality agreements are common to all parts of the merger agreement, often referred to as "non-disclosure agreement" ("NDA").Confidentiality agreement is a legal contract between at least two parties, the parties are willing to share their lists, but want to limit contact with third parties confidential material, knowledge or information. With this contract, the Parties agree that the information within the scope of the agreement will not be made public. Confidentiality agreements can establish a confidential relationship between the parties, confidential and proprietary information of any kind, as well as trade secrets confidential. Therefore, a confidentiality agreement to protect non-public information enterprises.

As contact with trade secrets, sensitive financial information and other non-public information conditions, confidentiality agreements usually give the parties the following two obligations:

•In addition to a limited number of special cases (eg revealed to accountants, lawyers, investment bankers and other consultants), the confidential information of the recipient agrees to keep it secret, not to disclose to others.

•Consent of the recipient of confidential information, confidential information will not be used for any other purpose intended mergers and acquisitions outside.

Confidentiality agreements typically do not apply to the following information:
•Public information.

•Recipient direction of its disclosure prior to the disclosure of the information is already known.

•Third-party access to legal information.

•Recipient information in the case of the disclosing party and independent information obtained is not used.

•Recipient is issued to prevent the disclosure of information received in their continued after notification confidential information to the disclosing party.
 
The fourth point was independently come to accept information that may lead to a heated debate between the acquisition target and acquirer, especially in high-tech industries. Residual information (ie, the receiving party after that trade secrets or other intellectual property information from the disclosing party, without the aid of any file and still remember information) often becomes difficult problem. Many potential recipient of the information will be treated as the disclosing party to these terms exclude any innovation or competition attempts. Similarly, many potential information disclosing party is afraid of the recipient may use the acquisition phase is still in a state of understanding of information, developed its own competitive products, technologies and services.

Since these residual information related to the highly controversial provisions, shall be properly weighed and then reach an agreement.

Confidentiality agreements should also have the right term. 2-5 year period is more common (this may also not long enough), especially in the case of the value of trade secrets or other confidential information over this period.