If you’re thinking about buying a business, one of the first documents you’ll be asked to sign is a Non-Disclosure Agreement (NDA) — often called a confidentiality agreement.
Most buyers assume this is just routine paperwork. In reality, it’s the first real negotiation of the deal — and signing the wrong NDA can expose you to legal and financial risk long after an acquisition falls apart.
In this episode of Small Business Legal Tips, Massachusetts business attorney Mark Bross breaks down the hidden dangers inside buyer NDAs and explains what every entrepreneur needs to know before reviewing financials, meeting management, or starting due diligence.
In this video, You’ll Learn:
- The Overly Broad Definition Trap – Some NDAs define “Confidential Information” so broadly that nearly everything becomes restricted — including information you already knew or could obtain elsewhere.
- The “Only Marked Confidential” Myth – Relying on language that says information is only confidential if it’s labeled can create false security and unexpected liability.
- The Four Essential Carve-Outs Every Buyer Needs – Without proper carve-outs, buyers can be unfairly restricted from using general knowledge, public information, or independently developed ideas.
- Why a Residuals Clause Protects Your Team – A well-drafted residuals clause ensures your team isn’t forced to “unlearn” professional experience gained during due diligence.
- Why Non-Solicitation Clauses Don’t Belong in Buyer NDAs – NDAs are about confidentiality — not employment restrictions or competitive limitations disguised as boilerplate language.
Whether you’re launching a startup, online business, consulting firm, or service-based company, this video provides clear, practical guidance to help you protect both your personal assets and your brand from day one.
If you’re evaluating a business acquisition, working with a broker, or reviewing an NDA from a seller, getting legal guidance early can help you avoid costly mistakes.
If you’re in Massachusetts and need help reviewing an NDA or buying a business, contact Bross Law, LLC. to book a consultation.
We’ll help you move forward with clarity and confidence.
