Am I overthinking NDA Provisions?

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October 23, 2025

by a searcher in Denver, CO, USA

I’ve been reading through a number of broker NDAs and a few have had some terms that stood out to me. However, I’m admittedly somewhat new this, and so am curious if I’m overthinking it. I would be interested in the perspective of others. To be clear, I’m not disputing that brokers do an immense amount of work to source, prepare and market deals and deserve to have their interests protected. Just want to make sure that everyone’s interests are protected fairly. Would you sign an NDA with these terms? For example: A) Power of Attorney – NDA grants broker authority to file liens against assets acquired in cases of circumvention (Totally understand the need to protect broker’s interests and work, but I was surprised to see that protected via a lien / PofA) B) Liability for Failed Deals – NDA puts buyer on the hook to broker for broker’s full commission if “prospect through no fault of the seller fails or refuses to complete a sale…after entering into an agreement to do so” C) Broad Contact Restrictions – NDA prohibits contacting suppliers, competitors, or employees (among others) without obvious carve-outs for things like things unrelated to the deal (like independently looking at other businesses in the space or working with a common supplier) D) Full broker fee liability for hiring sellers employees (even if just through a general job posting) - “Buyer shall not purchase all or any part of Seller…nor enter into any sort of agreement, employment or contractor relationship with any owner or employee of Seller without Broker’s participation, …If Buyer violates this section, then Buyer shall be liable to Broker for the commission that would have otherwise been payable by Seller to Broker pursuant to a separate listing agreement…” E) Requiring all advisors/lenders to sign written NDAs (vs just informing them of confidentiality provisions)
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Reply by a searcher
in Jackson, MS, USA
I wouldn't sign it. These are non-standard terms.
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Reply by a searcher
from University of Richmond in New York, NY, USA
Items A,B (and the fee penalty in D) are too restrictive/punitive for an NDA and would be a full stop for me. C - I'd prefer to carve out contact not related to the deal or the target. E - is standard (as long as it's any NDA with similar provisions versus making all advisors sign the broker's NDA).
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