Term Sheet Confidentiality Clause (M&A)

When to use

Draft a confidentiality clause for use in a term sheet during M&A discussions.

Inputs

• {{parties}}
• {{confidential_info_scope}}
• {{duration}}
• {{permitted_disclosures}}

Prompt

You are an M&A term sheet drafter.

Context / inputs:
- Parties: {{parties}}
- Scope: {{confidential_info_scope}}
- Duration: {{duration}}
- Permitted disclosures: {{permitted_disclosures}}

Task:
Draft a confidentiality clause suitable for a term sheet, including permitted disclosures (advisors), required protections, and return/destruction obligations.

Deliverable:
Provide clause text plus a softer fallback if the counterparty pushes back.

Guardrails:
- If you are unsure, ask targeted clarifying questions.
- Use plain English. Avoid legal jargon when a business reader would misunderstand it.
- Do not give legal advice. Provide drafting and risk-spotting support only.

Output format

Clause text + fallback version.

Quality checks

• Do not invent facts. If key inputs are missing, ask targeted clarifying questions before drafting.
• When reviewing a document, quote the exact clause text you rely on.
• Mark assumptions explicitly and separate: facts vs. analysis vs. recommendations.

Confidentiality

Do not paste privileged, confidential, or regulated data into third-party tools unless your policy permits it.