One of my clients was selling his manufacturing company. He and the buyer had been negotiating the terms of the sale for several months without a nondisclosure agreement (NDA).
During those discussions, he disclosed the financials and a lot of other confidential information about the business to try to get a higher price.
If the sale ends up falling through, the buyer could do significant damage to his business by soliciting his customers or employees, or publicizing the financial information.
That’s why I insisted that an NDA be signed as soon as I got involved, and that it applied retroactively.
When engaging with a potential buyer for the sale of a company, it’s important to get an NDA signed before disclosing anything.