Broker NDAs - Do you sign personally or with your LLC name?

January 28, 2025

by a searcher in Boston, MA, USA

What's the best practice for signing broker NDAs? Do buyers sign in their own names, or with their search LLC entity name?

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Reply by a professional
from American University in Irvine, CA, USA

Hi. Typically, you would sign in the name of the firm that is entering into a transactional review, but virtually all NDAs impose the obligations on both the entity, and all of its corporate affiliates, including agents and representatives. Often, the entity is required to provide oral or written disclosures to its affiliates to whom confidential information is provided under NDA with all of the obligations they are required to uphold, and the failure of the entity to do so can create liability. As NDAs become more sophisticated, it is a good idea to have them reviewed by counsel. Sometimes, companies try to put in liquidated damages provisions such that if the NDA is breached, you can end up owing a significant amount of money as a penalty.

Reply by an intermediary
from City University of New York (CUNY) System in Wesley Chapel, FL, USA

Assume that anyone requesting information is doing it in the name of their entity. If it is a sole, unfunded searcher, we do more diligence and may have them sign a more detailed NDA first. I've been doing this for a long time, and rarely to never do i see searchers shooting themselves in the foot by disclosing information. That being said, the intermediary must protect the interest of their clients, and deliberate fraudulent activity by the signor won't likely protect them personally if an LLC/Corp is used as the interested party./signor.

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