On a live mandate, information is released in stages, and confidentiality is the gate between each stage. The principle is simple: nothing that identifies the asset, the principal or a counterparty leaves the desk until the recipient has signed a non-disclosure agreement and cleared the desk’s counterparty checks. This protects the seller from a leak that could damage value, and protects every party’s position while a deal is explored.
Stage one — the anonymised teaser
The first thing a prospective counterparty sees is a teaser: a short, deliberately non-identifying description of the opportunity. It gives the sector, the region (not the address), an indicative size band and enough of the story to gauge interest — but not enough to identify the asset. The Deal Teaser Cover template fronts that document with a binding confidentiality and no-contact notice, so even the teaser is handed over on protected terms.
Stage two — the NDA
If the counterparty is interested, they sign an NDA before any asset-level detail is released. A one-way NDA is the usual instrument where only the desk (or its principal) is disclosing; a mutual NDA is used where both sides will share sensitive information, for instance once the parties are working towards a deal together. The NDA defines what is confidential, restricts its use to evaluating this opportunity, limits who it can be shared with, and sets how long the obligations last.
What the NDA actually does — and doesn't
- Defines 'Confidential Information' broadly — including the identity of the asset and counterparties, and the existence of the discussions themselves.
- Restricts use strictly to evaluating the opportunity, and nothing else.
- Limits onward disclosure to people who need to know and are themselves bound.
- Sets a survival period so obligations outlast the talks.
- Does not oblige anyone to do a deal, grant any licence, or warrant that the information is accurate.
An NDA is only as good as its scope. A purpose drawn too narrowly, or a survival period too short for the information’s value, can gut it. The desk’s NDA templates are drafted to avoid those traps, but the document still needs to fit the deal — review it with counsel.
No contact, no circumvention
Two protections run alongside confidentiality. No-contact means the recipient routes everything through the desk and does not approach the principal, the asset’s management, customers or advisers directly. Anti-circumvention (the standstill) means a recipient who learns of the opportunity cannot cut the broker out by dealing directly with the principal — a transaction with an introduced party stays subject to the desk’s fee arrangements. Both appear on the Deal Teaser Cover and in the mandate.
The order things happen
In practice the sequence is: teaser out (under the Deal Teaser Cover) → NDA signed (one-way or mutual) and counterparty cleared → detailed information released → term sheet once a counterparty is seriously engaged. Each of those documents is a fillable template here, so you can paper each stage as you reach it.