NDA Market Trends in Mergers and Acquisitions sector

Twice a year our team runs detailed analytics on a sample of the NDAs we have reviewed. While the terms that are right for any party depend on their particular circumstance and the nature and identity of the parties with whom they are sharing their information, understanding market trends can help buyers and seller converge on acceptable terms more efficiently. 

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NDA MARKET TRENDS OBSERVED OVER PAST TWO QUARTERS (Nov 2025 Update)

Market data from NDAs reviewed by our teams over the past few quarters show a continued tightening and standardization of NDA terms across middle-market M&A transactions. Our latest analytics reveal several clear directional trends shaping how parties manage confidentiality, information flow, and non-solicitation protections throughout their deal process.

GREATER CONVERGENCE AROUND CORE CONFIDENTIALITY TERMS

Confidentiality periods have become more uniform, with 90% of NDAs reviewed by our teams now containing a 1.5–2-year NDA term, up from 82% earlier this year. Standard carveouts to the definition of C.I. remain largely universal, and 94% of NDAs now expressly reference trade secrets in the definition of Confidential Information. 

TIGHTER CONTROLS ON INFORMATION SHARING

While relatively more NDAs permit sharing of Confidential Information with affiliates, Portfolio Companies, and limited partners, sellers are simultaneously tightening when that information can be shared with such parties. Requirements for seller consent to sharing with LPs, Portfolio Companies and debt financing sources have continued to increase, including a sharp rise for Portfolio Companies (from 53% of NDAs requiring consent to 64%) and debt financing sources (from 37% to 46%). 

EXPANSION AND CONVERGENCE OF NON-SOLICITATION PROTECTIONS

We see non-solicitation protections trending upward in both duration and scope. Non-solicit periods of 18–24 months now appear in 89% of NDAs, and the scope of restricted employees has broadened, with 83% of non-solicitation protections in NDAs reviewed covering all employees with whom a bidder was in contact or about whom such bidder has received detailed information. Look-back periods for non-solicitation carve-outs for former employees continue to cluster tightly around 6 to 9 months. Flat No-hire clauses continue to become less common, and when seen continue to cover a narrower group of employees than over the last year.