Non-Disclosure Agreement.
The confidentiality agreement that governs access to sensitive business information on Sellvara.
Sellvara Non-Disclosure Agreement
Version: August 13, 2026
This is a first-draft skeleton for discussion with counsel, not a near-final document. The NDA is the enforceable contract behind the seller-approved gate, so expect the lawyer to rewrite more of it than the Terms of Use. Clauses marked [LAWYER TO REVIEW] are the ones where template wording is often unenforceable or too weak. This is not legal advice.
This Non-Disclosure Agreement (the "Agreement") is entered into between the seller of the business listing (the "Disclosing Party") and the requesting buyer (the "Receiving Party") through the Sellvara platform ("Sellvara"). It becomes binding when the Disclosing Party approves the Receiving Party's request for access.
1. Purpose
The Receiving Party wishes to evaluate a potential acquisition of the business described in the listing (the "Purpose"). The Disclosing Party is willing to share confidential information solely for that Purpose.
2. Definition of Confidential Information
[LAWYER TO REVIEW] "Confidential Information" means any non-public information disclosed through the listing or in connection with the Purpose, including financial statements, seller discretionary earnings, customer and supplier information, employee information, trade secrets, business operations, and the existence and terms of any potential transaction. It includes information disclosed in any form, whether or not marked confidential.
The definition is the load-bearing clause. Too narrow and leaks fall outside it; too broad and courts may not enforce it. Counsel should tailor this.
3. Exclusions
Confidential Information does not include information that: is or becomes public through no fault of the Receiving Party; was known to the Receiving Party before disclosure; is independently developed without use of the Confidential Information; or is lawfully received from a third party without a duty of confidentiality.
4. Obligations of the Receiving Party
[LAWYER TO REVIEW] The Receiving Party agrees to: use the Confidential Information solely for the Purpose; not disclose it to any third party without written consent; protect it with at least reasonable care; not contact the Disclosing Party's employees, customers, or suppliers using the Confidential Information; and not use it to compete with or circumvent the Disclosing Party or Sellvara.
The non-circumvention and non-solicitation language is where counsel should focus, since circumvention to avoid platform fees is a direct business risk.
5. Required Disclosure
If the Receiving Party is legally compelled to disclose Confidential Information, it will give prompt notice to the Disclosing Party where permitted, and disclose only what is legally required.
6. Return or Destruction
On request or when the Purpose ends, the Receiving Party will return or destroy all Confidential Information and copies, and confirm in writing if asked.
7. Term and Survival
[LAWYER TO REVIEW] This Agreement applies from the date of approval. The confidentiality obligations survive for [PERIOD, e.g. 2 to 5 years] after the Purpose ends, or indefinitely for trade secrets.
The survival period is a common point of unenforceability if set unreasonably. Counsel should set it.
8. No License or Obligation
Nothing in this Agreement grants any license or intellectual property right, or obligates either party to proceed with any transaction.
9. Remedies
[LAWYER TO REVIEW] The Receiving Party acknowledges that a breach may cause irreparable harm for which damages are inadequate, and that the Disclosing Party is entitled to seek injunctive relief in addition to any other remedy, without the need to post bond.
Injunctive relief language is standard but must be drafted to be enforceable in Ontario. Do not rely on template wording here.
10. Role of Sellvara
[LAWYER TO REVIEW] Sellvara facilitates this Agreement as a platform but is not a party to it. Sellvara is not liable for any breach by either party or for the accuracy of any Confidential Information disclosed. This Agreement is between the Disclosing Party and the Receiving Party.
This ties to your platform-as-introduction-layer positioning. Keep it consistent with the same clause in the Terms of Use.
11. Governing Law
[LAWYER TO REVIEW] This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. [DISPUTE RESOLUTION: courts of Ontario, or arbitration. Counsel to advise.]
12. Entire Agreement
This Agreement is the entire agreement between the parties regarding the Confidential Information and supersedes any prior understanding on the subject.
Acceptance is recorded electronically through the Sellvara platform when the Disclosing Party approves the Receiving Party's access request.