Are broker / seller one-sided NDAs fundamentally unbalanced?

October 08, 2025

by a professional from University of Southern California - Marshall School of Business in North Palm Beach, FL, USA

Sellers and brokers ask potential buyers to sign iron-clad agreements to protect company secrets. That's fair. But what about the buyer? Their interest in a specific market, their financial capacity, their acquisition strategy—that's highly sensitive, valuable information. A one-sided NDA leaves all of it unprotected. Sadly, and not surprisingly, some potential buyers have been fired by their employer who discovered the desire or search for business opportunities. So, I have to ask: • If you champion one-sided NDAs, can you defend them? What risks do you believe buyers are actually facing when they share their plans without reciprocal protection? • Buyers/Searchers: How do you push back? Do you redline the agreement, walk away, or just accept the risk? • What's the most effective way to protect yourself when the other side won't budge on mutuality? IMO - CONFIDENTIALITY should be a two-way street. Agree or disagree? Let's debate in the comments. 👇

Reply by a professional
from University of Pennsylvania in San Francisco, CA, USA

^redacted‌, thanks for the tag. ^redacted‌, great point. Generally, I don’t see much in the way of an argument against mutual NDAs, unless the sell-side is being careless with buyer information, in which case it's even more warranted. Mutual NDAs are standard outside of the SMB space, particularly when rollovers or earnouts require buyer diligence into the seller. They also simplify negotiation since both parties operate under the same terms. For SMB deals, many of the standard broker forms, including the CABB NDA, remain one-way. As you note, it’s time that changed.

Reply by an intermediary
from Pepperdine University in Portland, OR, USA

I think this is a bit silly unless the buyer is a strategic. Is there some risk for a non-strategic buyer? Sure, but it's highly improbable that a business owner or broker would be in contact with the buyer's current employer - it's far more likely that a buyer's employer would learn about the search because the searcher is doing search activities while at their place of employment and using employer equipment / communications devices. I would not necessarily object to agreeing to a mutual NDA (something more common when we deal with strategics) but it seems like an unnecessary use of time and energy for both sides. I can't think of any time when I've ever communicated a buyer's identity to ANYONE outside of the deal process, and I presume that's the case with most intermediaries. Why would we?

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