How often are searchers pushing back on broker NDAs?

searcher profile

June 27, 2025

by a searcher from University of Pennsylvania - Philadelphia in New York, NY, USA

I get that NDAs are very low stakes and for brokers its more defense than offense, but have been seeing language lately that seems fairly unreasonable, such as: - Multi-year non-circumvent clauses for any communications with the seller under any circumstances w/o broker's approval - Automatic lien authorization (ie, to collect on Broker fees) - 3rd party liability: If I accidentally mention this business to a 3rd party who then buys it without the broker, I'm liable for the full broker commission. Just curious what everyone is seeing out there.
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commentor profile
Reply by an intermediary
from Wake Forest University in Winston-Salem, NC, USA
Trying the shoe out on the other foot...one might ask, why is a potential buyer worried about a clause regarding circumvention? ^redacted‌ to your question - at least one unscrupulous buyer tries about every ten deals...I'm open to good therapist recommendations...
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Reply by a searcher
from Northwestern University in Minneapolis, MN, USA
I've signed many dozens of NDAs and never seen any of those terms. Would not sign them. The other thing I have pushed back on in the past is any term that limits my ability to operate in the same industry as the target. E.g., if I pass on that target and find another that is in the same category 6 months down the road, I need to be able to pursue it. That has also only come up rarely in NDAs I've reviewed.
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