Back to Back Agreement by BVCA
Updated 17 October 2025
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]
About this template
What is this template?
Back to Back Agreement by BVCA is a free, ready-to-use Confidentiality & Non-Disclosure Agreements template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Confidentiality & Non-Disclosure Agreements template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Confidentiality & Non-Disclosure Agreements usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.