³ÉÈËÓ°Òô

It is very common for confidentiality agreements to be signed between parties when no external counsel has yet been appointed. As such the onus will fall on the in-house counsel to review and negotiate these. This Practice Note is intended to provide tips, guidance and highlight potential issues to in-house counsel working on lending transactions who are involved in reviewing and negotiating such confidentiality agreements.

This Practice Note explains:

1. •

   when and why confidentiality agreements might be necessary

2. •

   what the different types of confidentiality agreements are

3. •

   the main points to check when reviewing a confidentiality agreement—this is split into:

   1. â—¦

      key common clauses and negotiating points in confidentiality agreements, such as the definition of 'confidential information' and the 'permitted purpose' of the transaction

   2. â—¦

      clauses specific to the primary syndication confidentiality agreement, such as the standstill provision and no front running

   3. â—¦

      other clauses that are sometimes included such as non-solicitation and exclusivity, and

4. •

   what is meant by back-to-back confidentiality agreements