# Mutual non-disclosure agreement — outline

**Draft outline, not legal advice, and not yet reviewed by a lawyer.** Read it,
change it, and have someone qualified in your jurisdiction look at it before
either side signs. didihit1mmrr.com is a listing venue: we are not a party to
your transaction, not your broker, and not your counsel.

Either side can propose this before diligence starts. It is mutual because in a
startup sale both sides hand over things they would rather not see published —
the seller shows revenue detail and code, the buyer shows what they are willing
to pay and why.

## What this document needs to say

1. **Parties and date.** Full legal names of both sides, or the entities
   signing, and the date it takes effect.
2. **What counts as confidential.** Financials, customer data, source code,
   infrastructure, traffic, the fact that the startup is for sale, and the
   existence and terms of the discussion itself.
3. **What does not.** Anything already public, anything the receiving side
   already had, and anything they later learn independently.
4. **Permitted use.** Evaluating this transaction, and nothing else. In
   particular: not building a competing product from what was disclosed.
5. **Who else may see it.** Advisers, accountants and lawyers who are
   themselves bound to the same terms — named, or at least described.
6. **How long it lasts.** Two to five years is ordinary for a deal this size.
   Trade secrets often run for as long as they stay secret.
7. **Return or destruction.** What happens to shared material if the deal dies.
8. **Required disclosure.** A carve-out for a court or a regulator that demands
   it, with notice to the other side where notice is lawful.
9. **No obligation to transact.** Signing this is not agreeing to sell or to
   buy.
10. **Governing law and forum.** Pick one place. Two parties in two countries
    arguing about which court hears it is the worst possible time to find out
    you never agreed.

## Notes

- Customer personal data is not just confidential, it is regulated. If
  diligence involves real customer records, anonymise or aggregate them; a
  buyer does not need names to check revenue.
- Keep it short. A three-page NDA that both sides read beats a twelve-page one
  that neither does.