Insights2.22.21

The NDA Use Clause: Avoiding an Unintentional Standstill

Signature - Often overlooked, the use clause of an NDA can have the same effect as a standstill provision or non-circumvent clause if it is not carefully drafted.

Parties to a confidentiality agreement (also known as a non-disclosure agreement or NDA) will often spend hours negotiating a standstill provision or non-circumvention clause, with the information recipient taking great care to avoid excessive restrictions on its ability to participate in transactions related to the target company. 

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