How often are searchers pushing back on broker NDAs?

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.

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...

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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