NDAs for iGaming M&A: A Guide for Sellers and Buyers
The short answer
A non-disclosure agreement (NDA) is a contract in which a potential buyer agrees to keep the seller’s information confidential and to use it only to evaluate the deal. In an iGaming sale it is signed after the blind teaser and before the buyer sees anything that identifies the business: the CIM, the brand, the domains or the figures.
An NDA does two jobs. It sets the legal rules for how information may be used, and it acts as a filter: a buyer that will not sign a reasonable NDA is rarely a serious buyer. What it cannot do is make information safe once shared, so it works alongside staged disclosure, not instead of it.
Mutual vs one-way NDAs
| One-way | Mutual | |
|---|---|---|
| Who is protected | Only the party disclosing information, usually the seller | Both sides |
| When it fits | Standard sell-side process where only the seller shares sensitive information | When the buyer also shares information, such as its acquisition plans, financing or identity, or when a broker sits between the parties |
| Typical signatories | Seller (or broker) and buyer | Broker and buyer, broker and seller, or buyer and seller |
Many buyers prefer a mutual NDA because they also share information during a deal: who they are, what else they are buying, how they will fund it. Mutual terms also tend to be accepted faster, because neither side feels the agreement is one-sided. What matters most is not the label but whether the clauses below protect the seller properly.
Key clauses and what to check
| Clause | What it does | What to check |
|---|---|---|
| Definition of confidential information | Sets what is protected | That it covers everything shared, written or verbal, before and after signing, including the fact that the business is for sale |
| Exclusions | Lists what is not protected: public information, things already known, information received from elsewhere | That the exclusions are narrow and the burden of proving them sits with the recipient |
| Permitted use | Limits use to evaluating and negotiating the deal | That no other use is allowed, including competitive or marketing use |
| Permitted recipients | Lists who inside the buyer may see the information | Need-to-know only, with the buyer responsible for anyone it shares with; external advisers bound by equivalent terms |
| Confidentiality of discussions | Keeps the fact of the talks confidential | That neither side can announce or mention the discussions |
| Return or destruction | Requires information to be returned or destroyed if talks end | A deadline and written confirmation |
| Term | Sets how long the obligations last | Long enough to outlast the value of the information, commonly two to three years after talks end |
| Non-solicitation | Stops the buyer approaching staff, players or partners | A clear period, whether or not the deal completes |
| Non-circumvention | Stops the buyer going around the seller or broker to partners or the seller directly | That it covers PSPs, platform, operators and the seller itself |
| Remedies | Sets what happens on breach | A right to injunctive relief, not only damages |
| Governing law and notices | Sets jurisdiction and how notices are given | Practical for both sides; email notice is common |
iGaming-specific points
Player data is not covered just by signing an NDA. An NDA is a confidentiality contract. It does not give the seller a lawful basis to share personal data about players. In diligence, share aggregated or anonymised player data; individual records should move only at or after closing, under the data protection rules that apply. If a buyer insists on seeing personal data earlier, take legal advice.
Back-office access needs its own rules. Where buyers get read-only access to the platform, Search Console or Analytics, the NDA should say that access is time-limited, that no data may be exported except as agreed, and that access ends when talks end.
Partner relationships are an asset. Operator deals, PSP accounts, white-label terms and game provider contacts are often more valuable than the figures. Non-circumvention should cover them explicitly.
VIPs and affiliates. For operators, a non-solicitation clause should cover players identified through the process. For operators with affiliate programmes, it should cover the affiliates too.
Traffic data. For affiliate sites, URL-level traffic and keyword data reveal the business’s strategy. Treat them as confidential information in the definition, and share them late.
Cross-border buyers. iGaming buyers are often in a different country from the seller. An NDA governed by a law that neither side can enforce practically is of limited use. Choose a jurisdiction and a dispute route that work for both.
What an NDA cannot do
- Erase what someone has seen. A buyer that reads your VIP list or top pages cannot unlearn them, whatever the agreement says.
- Make enforcement easy. Proving that a competitor used your information, rather than worked it out independently, is difficult, slow and expensive, especially across borders.
- Replace good process. A signed NDA is a reason to share the CIM, not a reason to open the whole data room.
- Make a buyer serious. Signing costs nothing. Proof of funds, a clear decision-maker and a firm offer show intent.
The practical rule: share information in stages, each tied to a firmer commitment from the buyer, and keep the most sensitive details for the end. The NDA then protects what is shared, and the process limits what is shared.
How we use NDAs in a sale
- Teaser first. The blind teaser goes to targeted buyers. It contains nothing that identifies the business.
- NDA before the CIM. Every interested buyer signs our NDA before receiving the CIM or learning the brand. Buyers who ask to skip this step do not receive the CIM.
- Vetting alongside. We check who the buyer is and how it will fund the deal before releasing the CIM.
- Controlled release. After an LOI, the data room opens in stages. The most sensitive items, such as VIP identities and partner contacts, wait until closing or are reviewed only by the buyer’s advisers.
- Clear end. If a buyer drops out, we ask for return or destruction of the information under the NDA.
Our standard NDA is mutual, governed by Romanian law, and allows notices by email so it can be signed and managed quickly with buyers in any country. For sellers or buyers who need additional protection, such as non-solicitation or non-circumvention for a competitor, we add those terms.
FAQ
When should a buyer sign an NDA?
After seeing the blind teaser and before receiving anything that identifies the business, such as the CIM, brand, domain or detailed figures.
Should an NDA be mutual or one-way?
Either can work. Mutual NDAs are common in iGaming deals because buyers also share sensitive information, and they are often signed faster. The clauses matter more than the label.
How long does an NDA last?
Commonly two to three years after talks end. It should last as long as the information is commercially sensitive.
Does an NDA let me share my player database?
No. An NDA covers confidentiality, not data protection. Share aggregated or anonymised player data in diligence, and move personal data only at or after closing under the applicable rules.
What is a non-circumvention clause?
A promise that the buyer will not go around the seller or broker, for example by approaching the platform provider, PSPs or the seller directly about the deal.
What if a buyer breaches the NDA?
The seller can seek an injunction and damages. In practice enforcement is difficult across borders, which is why sensitive information should be shared late and in stages.
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