Back to Back Agreement by BVCA
This document is a Back to Back Agreement, designed for a Recipient (such as a Finance Provider or professional adviser) to formally agree to the terms of an existing Confidentiality Letter. It ensures that the Recipient is bound by the same confidentiality obligations regarding information shared in connection with a proposed acquisition.
Back to Back Agreement
[On the Recipient Letterhead]
[the Buyer]
[address]
Date:
Dear Sirs
Project [•]
We refer to a confidentiality letter signed by [•] (the Buyer) in favour of [•] (the Seller) and the Seller's Group in connection with the proposed acquisition of [the Company] (the Proposed Transaction), dated [•], 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]), 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
¹ To be included where Recipient is a Finance Provider or professional adviser.
This letter is governed by [English law].²
² Jurisdiction and governing law to correspond with such provision in Confidentiality Letter.
Yours faithfully
________________________
For and on behalf of
[Recipient]
5.0 out of 5 on Google
Read reviewsAs seen in
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.
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by thousands of businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work, with practicing lawyers
Trained on 5.5K+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Start free
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.