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Transactions typically start with the signing of a non-disclosure agreement or NDA. However, NDAs are often time-consuming to draft and negotiate. To alleviate this, a working group within the BVA’s Tax and Legal Committee led by Loyens & Loeff and in close cooperation with several members (investment funds and associate members), have designed different versions of fully automated NDA’s.
The contract automation software is developed and provided by ClauseBase, a Belgian legal tech start-up. The purpose of this exercise is to make life easier for all private equity and venture capital practitioners and to present a quality stamped NDA industry model to the BVA members that can easily be recognized by counterparties who are active in the same jurisdiction.
The long form document can be used in all types of transactions and includes the typical legal clauses that are relevant for an NDA, some of them being presented as optional. Consider this version as the “full option” version. The short form documents are lighter – in that sense slightly more user friendly for non-legal experts – and designed to be used either in a one-to-one situation or in an auction with multiple parties.
For both the long form and short form NDAs, English, Dutch and French texts are available. The NDA can be governed by Belgian, Dutch or Luxembourg laws. The current versions are only for one-way-disclosure. We expect to add two-way-disclosure versions in the near future.
