Smart finance

Confidentiality Agreement | NDA

A structured legal framework to secure sell-side discussions

Hectelion offers an automated solution for generating confidentiality agreements (NDAs) for sell-side transactions, based on artificial intelligence processes and designed to produce a tailored document using the information provided.

The template is intended for use in both Swiss and French legal contexts and reflects generally accepted contractual principles commonly applied in Swiss and French market practice.

What issues does this solution address?

Securing pre-transaction discussions

In a sale process, the disclosure of strategic, financial or operational information requires a strict contractual framework to protect confidentiality and the seller’s interests.

Standardising the sell-side process

Engaging with multiple potential buyers requires homogeneous, consistent and legally structured documentation to ensure efficient process management.

Time savings and operational efficiency

Automated NDA generation reduces documentation lead times and accelerates controlled access to information.

Mitigation of legal risks

A structured confidentiality agreement helps limit the risks of disclosure, misuse of information and unauthorised approaches.

Key benefits of the automated sell-side NDA

Rapid availability

Immediate production of a signature-ready NDA, without manual drafting cycles.

Controlled customisation

Adaptation of the document to the characteristics of the transaction, the company and the applicable legal framework, based on the information collected.

Legal consistency

Use of standard market clauses aligned with customary mergers and acquisitions practice.

Content and scope of the NDA

Generate the NDA | Sell-Side
I

Protection of all sensitive information

The NDA governs all information exchanged, including financial, legal, strategic and operational data, as well as the existence of the project and the discussions themselves.

II

Use strictly limited to the intended project

The information may be used solely for the purpose of analysing the transaction (sale, investment or partnership) and for no other purpose.

III

Full responsibility of authorised parties

Access to the information is limited to strictly necessary parties (management, advisors, investors), who remain fully responsible for its use.

IV

Prevention of unauthorised contact

The agreement prohibits any contact with employees, customers, suppliers or partners, as well as any solicitation or poaching, for a defined period.

V

No warranty and no hidden liability

Information is provided without any representation or warranty as to its accuracy or completeness, and without liability arising from its use.

VI

Clear framework in case of process termination

In the event the process is discontinued, all information must be destroyed. The NDA specifies the duration of the obligations and the competent jurisdiction.

AI-assisted and structured generation process

Step 1 – Collection of key information

Essential information relating to the company, the transaction and the legal framework is provided through a dedicated online form.

Step 2 – Automated NDA generation

The data is integrated into an automated workflow based on standardised contractual templates and artificial intelligence processes (n8n).

Step 3 – Delivery of a signature-ready document

The NDA is automatically generated and delivered in Word or PDF format, ready to be printed and signed.

Who is this solution designed for?

Selling shareholders and executives

Companies preparing a sale process

Corporate finance boutiques and sell-side advisors

Entrepreneurs seeking to structure preliminary discussions

FAQ

Frequently Asked Questions (FAQ)

Does this NDA replace a lawyer?

No. It is a standardised tool intended to frame preliminary discussions.

Is the document legally valid?

Yes, subject to proper execution and compliance with applicable law.

Is the NDA customisable?

Yes, based on the information provided.

Can it be used for multiple potential buyers?

Yes. It is designed for multi-investor sell-side processes.

Does it include a non-solicitation clause?

Yes, in line with market practice.

Is the governing law configurable?

Yes (e.g. Switzerland or France).

Does the NDA cover the due diligence phase?

Yes, within the scope of the information disclosed.

Is it suitable for SMEs and mid-cap companies?

Yes. It is designed for mid-market transactions.

Can the document be amended after generation?

Yes. It is delivered in an editable format.

What is the logical next step after the NDA?

Opening the data room and formally launching the sale process.

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