Make NDAs Work For You: Avoid These Asset Sale Pitfalls

NDAs are used for a wide variety of purposes, from keeping employee trade secrets confidential to sharing relevant information with investors. In today’s episode, Rachel Reese focuses on NDAs as they apply to selling assets. Reviewing your NDAs carefully now can help you avoid legal trouble later, so understanding the common clauses to look for can help your business stay in the clear. Tune in for an explanation of Non-Disclosure Agreements, clauses that should not be part of them, points to review carefully, and our much-loved case law segment.For more detailed show notes, navigate using the time stamps below:[0:00] Introduction[0:40] NDAs, or Non-Disclosure Agreements, can be used for a variety of purposes. Today’s episode will focus on NDAs in the context of buying and selling assets, typically as a requirement to access information in a data room. [2:40] Something that should not be in this type of NDA is a non-solicit provision. Non-solicit provisions should not be a part of an asset sale NDA. Additionally, non-compete clauses should be reviewed carefully for the location specified in Exhibit A. [4:05] The “return or destroy” clause may say that the buyer must return or destroy all of the confidential information given to them once the NDA terminates. Monitoring these deadlines and gathering the necessary information to return requires significant manpower. [5:55] Today’s case is a recent ruling from the Supreme Court of North Dakota called Higgins v. Lund is a fixed vs floating royalty case involving a title dispute. In January 2017, the Higgins Plaintiffs sought a judgment to quiet title to mineral interests and to recover oil and gas proceeds. The Lund Defendants denied the allegations and asserted counterclaims seeking quiet title to the minerals. If you enjoyed this conversation and would like to discuss how RR&A’s Outsourced Legal Department can help your company, visit the R. Reese & Associates Website: https://rreeselaw.com/ Want more ways to stay up to date on the latest industry-specific news? Subscribe to our monthly newsletter: https://rreeselaw.com/insights/an-ounce-of-prevention-by-rra/