Non-disclosure agreement (NDA)

An NDA obligates the signatory to use all confidential information received during the review — financials, contracts, customer data, personnel information — solely to evaluate the possible acquisition, and not to disclose it to third parties. It typically also runs for a fixed term (usually 1–3 years beyond the end of talks) and sometimes includes a clause barring the signatory from actively poaching the target's employees during that period.

Legally, it is an ordinary civil-law agreement under general contract law (including § 311(2) BGB on pre-contractual obligations) — not an insolvency-specific instrument. A breach gives rise to a damages claim, though this is hard to prove in practice; the real protection lies mainly in the fact that the administrator simply won't grant access to sensitive documents without a signed NDA.

For buyers, the NDA is usually a pure formality with little room to negotiate its core obligations — administrators typically use one standard form for every bidder, to keep the process fair across the field. Still worth checking: the scope of information covered, the term, and whether extra clauses (an informal exclusivity or non-solicitation promise, for instance) are bundled in beyond plain confidentiality.