Investor NDA's

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by a searcher from Babson College - F.W. Olin Graduate School
in Boston, MA, USA

8yrs ago

Investor NDA's

For the self-funded and unconstrained searchers not tied to terms prior to sourcing a legitimate target, do you tend to require potential co-investors sign an NDA? Does anyone have a template they'd be willing to share or have a resource online they'd be able to recommend? Any feedback would be very helpful. Thank you.

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reply by a searcher 7yrs ago
from Harvard University in São Paulo, Brazil

Hi Matthew,

Below is our take on the situation you described, and it would also be interesting to hear if others have experience with this structure.

For new unknown investors, we are presenting 1 agreement scoping 3 things:
(1) Binding Confidentiality Agreement;
(2) Binding Non-Circumvent Agreement;
(3) Non-Binding Capital commitment of USD X (value pre-defined in the agreement).

Before the agreement above is signed, (i) the investment strategy and termsheet have been discussed in detail to avoid surprises, for both parties, on key terms down the line, and (ii) the investor defines the realistic value he/she would engage. By signing this agreement, the investor (a) "earns" access to our ongoing dealflow, also for relationship building and (b) receives copy of signed MOUs with target company(ies), including detailed investment thesis and due-diligence conclusions for their final "go/no-go" decision.

Some investors will push-back on the non-circumvent clause. In such cases, those investors would:
(1) During the "dealflow status phase", receive less info, e.g. you would exclude company name, contacts and include only higher-level info for an overall attractiveness and fit-evaluation. In fragmented industries, they would have much more difficulty in guessing who the target firm is;
(2) During the "signed MOU phase", receive full access to info since the MOU is exclusive with the target firm. In this case, they would only be able to technically 'circumvent' after the exclusivity period is over.

Hope this helps.

reply by a searcher 3yrs ago
from Harvard University in Vancouver, BC, Canada

@Musa Great advice! how does affirmation work? Do you just email them to reply back saying they are covered by your NDA as an associate? Or is there a more formal form?