Back to Back Agreement by BVCA
The BVCA Back to Back Agreement is designed to ensure that third parties, such as finance providers or professional advisers, agree to keep transaction-related information confidential on the same terms as the original confidentiality letter between the buyer and seller. It is part of BVCA’s widely trusted library of open, lawyer-vetted standard agreements.
Back to Back Agreement
[on the recipient letterhead]
[buyer name]
[buyer address]
Date: [effective date]
Dear Sirs
Project [project name]
We refer to a confidentiality letter signed by [buyer name] (the Buyer) in favour of [seller name] (the Seller) and the Seller's Group in connection with the proposed acquisition of [company name] [proposed transaction] (the Proposed Transaction), dated [confidentiality letter date], a copy of which is attached to this letter (the Confidentiality Letter). Words and expressions defined in the Confidentiality Letter shall have the same meaning when used in this letter. In the event of any inconsistency between the terms of this letter and the Confidentiality Letter, the terms of this letter shall prevail.
We confirm that we have been given and have read a copy of the Confidentiality Letter.
We are a Recipient for the purposes of the Confidentiality Letter. In consideration of the Buyer making Information available to us which is subject to the provisions of the Confidentiality Letter, we hereby agree:
to keep the Information confidential in accordance with the terms and conditions of the Confidentiality Letter;
that we will accept and will adhere to the full terms of the Confidentiality Letter as if we had been named as a party to it (albeit in our capacity as a [finance provider role]), and had agreed to the terms of the Confidentiality Letter directly with the Seller; and
that the terms and conditions relating to the Information set out in the Confidentiality Letter shall apply mutatis mutandis to any other information provided to us by or on behalf of the Buyer or any of the Buyer's Affiliates in connection with the Proposed Transaction (including but not limited to any Information concerning the business and operations, commercial activities, suppliers, customers and any other business relations of the Buyer or any of the Buyer's Affiliates (the Buyer Information) and we agree to treat the Buyer Information as if it were Information for the purposes of the Confidentiality Letter.
For the avoidance of doubt we shall not be required to comply with the obligations set out in paragraph 7.2(b) of the Confidentiality Letter.¹
¹To be included where Recipient is a Finance Provider or professional adviser.
This letter is governed by [governing law].²
²Jurisdiction and governing law to correspond with such provision in Confidentiality Letter.
Yours faithfully
________________________
For and on behalf of
[recipient name]
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About this template
What is this template?
This is a short-form adherence letter that binds a third party to an existing confidentiality agreement. It is not a standalone NDA and must be read alongside the original Confidentiality Letter signed between the Buyer and Seller. It contains a specific carve-out for paragraph 7.2(b) intended for finance providers.
When should you use it?
Use this when a financier needs access to a data room but was not a party to the original NDA. If a new party is joining as a joint venture partner rather than a financier, use a Joinder Agreement or a new Mutual NDA instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| Paragraph (b) | Incorporation of Terms | The Recipient agrees to adhere to the full terms of the Confidentiality Letter as if it were a named party. |
| Paragraph (c) | Scope of Buyer Information | Confidentiality terms apply to information provided by the Buyer or its Affiliates regarding business operations, suppliers, and customers. |
| Avoidance of Doubt | Exclusion of Specific Obligations | The Recipient is expressly exempt from complying with the obligations set out in paragraph 7.2(b) of the Confidentiality Letter. |
Who it's for
- a finance provider receiving sensitive data about a target company during an acquisition
- a professional adviser joining a deal team after the primary NDA is signed
- a buyer needing to flow down confidentiality obligations to its funding partners
How long it runs and how it's signed
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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