NDA (non-disclosure agreement)vsTeaser
The two documents at the very front of a sell-side process. The teaser markets the opportunity; the NDA gates access to real information.
The one-sentence difference
A teaser is a short, anonymous marketing document sent to a broad list of potential buyers. An NDA is the confidentiality agreement each interested buyer signs before receiving the full CIM and data-room access.
Side-by-side
| Dimension | NDA | Teaser |
|---|---|---|
| Purpose | Confidentiality protection for the seller | Anonymous marketing of the opportunity |
| Length | 3–8 pages | 1–2 pages |
| Identifies the company | Yes (once NDA is signed) | No — anonymous |
| Includes financials | Yes — full CIM after NDA | Anonymized ranges only |
| Legal binding | Yes | No |
| Typical distribution | Sent to buyers who indicated interest post-teaser | Blasted to full curated buyer list (50–200 recipients) |
| Sequence | Second (after teaser sparks interest) | First (kicks off buyer outreach) |
When to use which
Every time a buyer wants to see anything more than the teaser. Before CIM release, before data-room access, before management-meeting scheduling.
Full article on NDA (non-disclosure agreement) →At the very start of a sell-side process. The teaser is what the seller's advisor sends to every potential buyer on the initial outreach list.
Full article on Teaser →What they have in common
Both are prepared by the seller's advisor. Both are part of the standard sell-side process. Both are gates — the teaser gates broad interest, the NDA gates access to sensitive information.
Frequently asked
Can a buyer ask for the CIM without signing an NDA?
They can ask, but no reputable seller's advisor will send it. The NDA is the standard gate — it protects the seller if the deal doesn't close (buyer walks away with information they shouldn't have kept).
Are NDAs enforceable?
Yes, especially in commercial contexts between sophisticated parties. Enforcement typically involves injunctive relief and monetary damages. Most NDAs also include a survival period (2–3 years) on confidentiality obligations that outlast the transaction itself.