Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Short Form Auction Confidentiality Agreement for Buyouts by BVCA
The BVCA Short Form Auction Confidentiality Agreement for Buyouts is designed for use in the first round of a buyout auction process, enabling multiple bidders to receive preliminary information under a fair, non-negotiable confidentiality framework. It is part of the BVCA’s widely trusted library of open, lawyer-vetted standard agreements.
FIRST ROUND AUCTION NDA FOR BUYOUTS
This is a preview. The full template is free on GitLaw.
About this template
What is this template?
This is a streamlined confidentiality undertaking specifically designed for the first stage of a private equity buyout auction. It is not a comprehensive NDA and expressly excludes restrictive covenants or data protection clauses that would typically appear in a round 2 agreement. It contains a specific carve-out that prevents disclosure to the buyer's portfolio companies or potential finance providers.
When should you use it?
Use this when you need to distribute an Information Memorandum to a large pool of bidders quickly without individual negotiations. Use the full-form BVCA NDA instead if you are providing access to a virtual data room, VDD reports, or if the disclosure contains unconsented personal data.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2 | Permitted Disclosure and Use | Recipients may only use information to evaluate the Proposed Transaction and must exclude portfolio companies and finance providers from initial disclosures. |
| 3 | Mandatory Disclosure | The Buyer must consult the Company on timing and content if a regulatory authority requires the disclosure of confidential material. |
| 4 | Destruction of Information | The Buyer must destroy all Information copies within 20 days of a request from the Company, excluding routine electronic back-ups. |
| 6 | No Representation or Warranty | The Group Companies and Shareholders disclaim any liability for the accuracy or completeness of Information provided during the first round. |
| 7 | Third Party Rights | The Agreement excludes the Contracts (Rights of Third Parties) Act 1999 while allowing the Company and Buyer to vary terms without Shareholder consent. |
| 8 | Duration | Obligations expire on the first anniversary of signing or upon execution of a subsequent long-form NDA. |
| 9 | Governing Law | English law governs the agreement and the parties submit to the exclusive jurisdiction of the English courts. |
Who it's for
- a seller managing a round 1 auction process with more than 10-15 initial bidders
- a target company disclosing an information memorandum that contains only consented personal data
- a corporate finance house seeking a non-negotiable standard to accelerate preliminary buyer due diligence
- private equity firms participating in the initial phase of a Project buyout
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
1 year
Survives the end
antecedent breach
Signed by
for and on behalf of the Company, for and on behalf of the Prospective Buyer
Witness
Not required
Notarisation
Not required
Law it's drafted under
Refers to
Contracts (Rights of Third Parties) Act 1999
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.
Jurisdiction
England & Wales
Document info
HTML document. Document created on Fri Sep 26th, 2025. Last updated on Wed Oct 8th, 2025.
This document is public
Licensed under CC BY 4.0 (Attribution).
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