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NDAs in a small acquisition

What a mutual NDA actually does, what it doesn't, and why scope beats length.

Last reviewed 2026-07-28 · next review 2027-01-24

An NDA is not protection. It is a record of what was shared, with whom, and under what terms — which matters enormously if something goes wrong, and not at all if you never enforce it.

For a small acquisition, three things decide whether an NDA is useful. Scope: which specific categories of information it covers. A blanket "all confidential information" clause is harder to enforce than a list, because a court has to decide what you meant. Duration: an obligation that never expires reads as unreasonable and gets narrowed; two to five years is ordinary and holds. Carve-outs: information the recipient already had, or that becomes public through no fault of theirs, is never covered no matter what the document says.

What an NDA cannot do is stop someone who has decided to breach it. It changes what happens afterwards. So the practical protection is still staging: don't hand over the customer list because a signature exists, hand it over because the buyer has reached the point in the process where they need it.

This is general information about how these agreements are structured, not legal advice. Jurisdiction changes the answer, and it is worth an hour of a local lawyer's time before your first real deal.

NDAs in a small acquisition · ExitHunt.app