Glossary

NDA — Non-Disclosure Agreement

A confidentiality agreement signed before a seller will release financials, customer lists, or business identity to a potential buyer. Also called a confidentiality agreement (CA) or confidential disclosure agreement (CDA).

What it is

An NDA is a legal contract in which the buyer agrees not to disclose or use the seller's confidential information for any purpose other than evaluating the potential acquisition. It's typically the first document signed before the seller releases anything beyond a blind summary.

Why sellers require it

• Protects customer relationships. A seller doesn't want a buyer to walk away from the deal and then poach customers using information learned during diligence.
• Protects employees. Employees who learn the business is for sale may leave — and a buyer who walks away shouldn't be able to recruit them.
• Protects competitive position. Financials, pricing, supplier terms, and customer concentration are competitively sensitive.
• Protects the sale itself. If customers, employees, or suppliers learn the business is for sale prematurely, they may pre-emptively leave — destroying the value the buyer is trying to acquire.

What a typical NDA covers

• Definition of "confidential information" (typically: financial statements, customer lists, supplier terms, pricing, employee information, business identity).
• Permitted use (evaluating the potential acquisition only).
• Prohibition on disclosure to third parties (with limited exceptions for the buyer's attorney, CPA, and lender — who must sign their own NDAs).
• Prohibition on soliciting employees or customers for a defined period (typically 12–24 months).
• Return or destruction of confidential information if the deal doesn't close.
• Term of the confidentiality obligation (typically 2–3 years).
• Remedies for breach (injunctive relief, damages).

Hedgestone's NDA-gated listings

Hedgestone maintains an active inventory of 500+ New York business-for-sale opportunities. Most are confidential and off-market: the sellers have asked us to vet buyers before releasing financials, location details, or even the business name. That's why the first step to seeing them is a free 20-minute call to confirm you're a serious, qualified buyer — not a competitor, a broker fishing for inventory, or a window-shopper. The NDA process protects the sellers and qualifies the buyers.

New York-specific notes

• NDA enforceability in NYS is generally strong but subject to reasonableness — the duration, scope, and geographic limitation must be reasonable.
• NYS limits non-compete clauses for certain professions (notably physicians); the non-solicitation clause in an NDA is typically enforceable where a non-compete might not be.
• For licensed NYS businesses (food service, alcohol, childcare, healthcare), the buyer's qualification to hold the relevant license is sometimes a condition of releasing confidential information — verify the broker's vetting process.

Where to go next

• How to find businesses for sale in New York — including how to access Hedgestone's 500+ active NY listings
• LOI definition
• How to buy a business in New York
• Contact Jason to start the NDA process