NDA when buying a business: get access to confidential information
For buyers: how to sign an NDA on Sitavo, what you see before and after approval, what the agreement commits you to, and what to do if you are declined.
3 min readUpdated
An NDA (non-disclosure agreement) is an agreement in which you, as the buyer, promise to keep the information you receive about the business confidential and use it only to assess a purchase. It is entirely normal when buying a business: the seller does not want employees, customers or competitors to hear about the sale, or figures and customer lists to end up in the wrong hands. This guide is for buyers. If you are selling, read NDA and discretion on your listing.
What you see before and after an NDA
| Before an approved NDA | After an approved NDA | |
|---|---|---|
| Listing marked «NDA required» | The public information. Figures and details show as «After NDA». | The full listing with exact figures, accounts and details. |
| Discreet sale | The description, with revenue and profit as ranges. The seller and the business are hidden. | Exact figures and accounts. Name, CVR number and website are revealed step by step by the seller. |
| Data room | Closed — you cannot see which documents exist. | Open for as long as the seller lets your access run. |
How to sign an NDA
- Log in and open the listing.
- Tap Read and sign the NDA on the locked card.
- Read the agreement. If the seller has added their own terms or attached their own NDA as a PDF, you also confirm that you have read it.
- Accept with your Sitavo account. We store the time, version and a fingerprint of the text so both parties can document what was signed.
- The seller is notified and approves or declines. If the seller does not respond, they get a reminder after 2 and 5 days. You get a notification as soon as there is an answer.
Some listings also require you to be verified before you can request access. It takes a few minutes with a passport or driving licence and is free — see Get verified. Sellers find it easier to approve when your profile says who you are and what you are looking for.
For sale right now
TelefonAI – dansk AI-telefonassistent (SaaS) med egen app, SMS-modul og integrationer
DKK 20,000
CustomFeatured · Ad
What does the NDA say?
Sitavo uses a standard Danish template, which you can read in advance under confidentiality agreement. The confidentiality obligation lasts 3 years, and the agreement includes, among other things:
- What counts as confidential information — and the usual exceptions, such as information that is already public.
- That the information may only be used to assess the purchase and only shared with those who need it — such as your lawyer, accountant or bank.
- That you may not contact the business’s customers, suppliers, landlord or employees about the deal without the seller’s consent, nor recruit its employees — for 18 months after the negotiations (non-solicitation).
- That you must return or delete the material if the seller asks, or if negotiations end.
Share only with your advisers
If your bank, accountant or lawyer may see the material, make sure they treat it confidentially too. PDFs and images you download from the data room carry your name, so a leak can be traced.
Once you are approved
You see the full listing with figures and details and can open the documents in the data room. Under NDAs and data rooms you find all your NDAs with their status (pending, approved, declined, withdrawn), can download the signed NDA as a PDF, and see when your data room access expires. Now is a good time to start on the checklist before you buy.
If the seller declines or withdraws access
- If you are declined, you see any reason the seller gave and can request again after 30 days. The seller can also change a decline into an approval.
- The seller can revoke approved access. You then cannot request again, but the signed NDA still applies to what you have already seen.
- If you have not had an answer yet, you can withdraw your request.
- You can always message the seller, even without an approved NDA — for example to tell them more about yourself, your experience and your financing. That is often what persuades a hesitant seller to say yes.
In larger deals the parties often agree a more extensive NDA, ideally reviewed by a lawyer. The seller’s considerations about confidentiality throughout the sale are covered in the seller guide chapter on NDAs.
Frequently asked questions
Yes. You accept the agreement electronically with your account, and Sitavo stores the time, version and a fingerprint of the text as documentation.
In Sitavo’s standard NDA it lasts 3 years, and the ban on contacting or recruiting the business’s employees and partners about the deal lasts 18 months. The seller may have added their own terms.
It depends on the seller. The seller is notified immediately and reminded after 2 and 5 days if the request has not been answered.
Yes, after 30 days. If the seller has revoked approved access, you cannot request again.
Yes, to advisers and lenders who need it to assess the purchase. They must also treat it confidentially.
Did you find the answer to your question?
Related articles
- Data rooms when buying a business: access, documents and AI helpHow buyers use the data room: who gets access, folders and watermarks, Ask the data room with AI, and which documents you should expect to find.
- Visibility and NDAs for sellers: choose who sees your listingSet who sees figures and details: public, verified buyers only or NDA. Sell discreetly or test the market, and approve NDA requests from buyers.
- Chapter 7: Confidentiality and NDAs when selling a businessKeep the sale confidential: what an NDA should cover, what to share at each stage, how to handle it internally and what to do if something leaks.
- Get verified: identity and companyFree verification with a passport or driving licence and a selfie: the steps, the two badges, and when it is required — e.g. for auction bids.