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
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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
Law it's drafted under
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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