Broker Rejecting Any NDA Term

searcher profile

January 06, 2026

by a searcher from University of Chicago in Philadelphia, PA, USA

I've been seeing more and more NDAs with no term length for confidentiality (more commonly with smaller brokers). I come from investment banking and have always seen a finite term as standard, but now I'm wondering how acceptable it is to have an NDA with no term and what risks this opens up. In one specific case, I'm talking to a pretty large, national broker, and I told them I wanted any term to avoid an open-ended liability/obligation that would last indefinitely. Their legal is shutting down any term length, saying "they were confused as to why keeping a seller's business information confidential would be an issue for a prospective buyer". Not sure how to proceed here and how real these risks would be, so I would appreciate thoughts here. (Noting that I see other threads saying to add a definite term like here: https://searchfunder.com/article/viewarticle/22223)
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Reply by an intermediary
from The University of Chicago in Chicago, IL, USA
I am an M&A Intermediary. I went through our NDA and many others from PE groups. The agreement typically terminates after 2 years but the text on confidential information is (from our NDA prepared by a law firm with 75 attorneys only doing M&A deals representing PE groups). "The terms and conditions of this Agreement shall survive any such termination with respect to Confidential Information that is disclosed prior to the effective date of termination." I have not received push back on above text by any PE group, corporations, strategic buyers, etc. over 35 years. A buyer cannot have rights to share seller confidential information.
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Reply by an intermediary
from Syracuse University in Leominster, MA, USA
I just want to play devil's advocate here for a bit. In small deals, some of the information that buyers get IS very personal. Sometimes it is the owner's personal tax return if the business is organized as a single member LLC. Some information might pertain to the salaries of family members. It could be information about how their estate is organized when you get ownership information. Do you really want an unsuccessful buyer to be allowed to poach your employees and clients after one or two years? Some marketing and operational information shouldn’t be confidential forever, but certain details should remain private.
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