Dealing with Broker NDAs as a self-funded searcher?

September 11, 2025

by a searcher in Boston, MA, USA

Is it common for self-funded searchers to request changes to the broker NDA without a lawyer involved? Should I expect the broker to edit the NDA or do they usually push back? I'm trying to figure out if I should spend time on reviewing every NDA of every broker!

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Reply by an intermediary
from Wisconsin Lutheran College in Brookfield, WI, USA

As a broker, we very rarely negotiate our NDA. Generally in a situation where PE is reviewing, or strategic buyer where language regarding competition with the seller is involved. For an individual or SF, probably not. It's there to protect our client and we don't throw any onerous stuff like I've seen discussed here before. Plus if you are aggressive in your search, you may end up negotiating NDAs instead of reviewing deals. Stay focused on the process, not this point in the process. In my experience, buyers that negotiate NDAs end up negotiating everything and usually negotiate themselves out of deals.

Reply by a searcher
from Northwestern University in Miami, FL, USA

I’ve found most NDAs to be boilerplate: you won’t distribute the proprietary info we will give you, you won’t contact the seller directly, you won’t try to steal my commission. Maybe a higher order question than ‘Should a lawyer be involved WHEN changing the NDA?’ is IF there’s value in changing the NDA in the first place. Do you really want to start a relationship picking “small” fights on something as relatively immaterial as an NDA?

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