M&A Guide | Selling Your Business to a Competitor

Understanding iGaming M&A in 2025

The iGaming industry’s M&A landscape has evolved dramatically over the past two years. Mobile gaming, live casino experiences, eSports betting, and blockchain-based platforms continue attracting substantial investment capital. Industry experts anticipate that blockchain gaming alone will account for approximately 40% of total iGaming investment deals, mirroring 2024 trends.

For iGaming business owners, this robust M&A environment presents unprecedented exit opportunities—but also heightened risks. Unlike traditional business sales, iGaming transactions involve unique considerations:

• Regulatory Complexity: Licenses in jurisdictions like Malta, Curaçao, Gibraltar, and emerging markets require careful transfer protocols
• Player Data Sensitivity: GDPR compliance and player database protection are paramount
• Technology Assets: Proprietary gaming algorithms, RNG certifications, and platform architecture represent significant value
• Affiliate Relationships: Your network of marketing partners constitutes a critical competitive advantage
• Payment Processing: Banking relationships and merchant accounts are often difficult to replicate

When engaging with potential acquirers—particularly direct competitors—protecting these assets during due diligence becomes your primary objective. An experienced iGaming M&A advisor or business broker specializing in online gambling transactions understands these nuances and can structure the process to minimize exposure while maximizing your valuation.

Strategic Risk-Based Buyer Engagement

The sequence in which you approach potential buyers can significantly impact your business’s confidentiality and ultimate sale price. Professional iGaming business brokers recommend a tiered approach that prioritizes low-risk prospects initially, allowing you to refine your presentation before engaging higher-risk parties.

Tier 1: Lowest-Risk Buyers

Private Equity Firms: These financial buyers typically pose minimal competitive threat. PE firms focused on iGaming investments are searching for portfolio companies to acquire, operate, and eventually exit—not to steal your trade secrets. They often bring operational expertise and capital for expansion.

Geographic Expansion Buyers: Operators from non-competing jurisdictions represent another low-risk category. For example, if your online casino primarily serves European markets, a Latin American operator seeking geographical diversification poses minimal competitive risk. They can’t readily leverage your proprietary information in their existing market.

Indirect Competitors: Companies operating in adjacent verticals—such as a sportsbook operator interested in your casino operation, or vice versa—generally present lower risk than direct competitors. While they understand the industry, their competitive overlap is limited.

Tier 2: Moderate-Risk Buyers

Strategic Industry Buyers: Technology providers, payment processors, or affiliate networks seeking vertical integration fall into this category. While they possess industry knowledge, they’re not typically direct competitors for players.

Tier 3: Highest-Risk Buyers

Direct Competitors: Companies competing for the same players in the same markets should be approached last—and only with robust confidentiality protections in place. These conversations should occur after you’ve refined your pitch with lower-risk prospects.

Practical Implementation

Consider a recent transaction involving a prominent online poker platform. The iGaming broker initiated contact with several out-of-region competitors and PE firms first. This strategy yielded valuable feedback on valuation expectations and deal structure preferences. When the seller eventually engaged with a direct competitor, they had already fielded multiple offers and refined their negotiating position considerably.

This staged approach delivers three key benefits: First, it protects your most valuable relationships. Second, it provides market intelligence on valuation ranges and deal terms. Third, it creates competitive tension that often results in superior offers when you finally approach premium buyers.

Comprehensive Buyer Vetting Procedures

Before disclosing any substantive information about your iGaming business, implement a rigorous buyer qualification process. This vetting serves two purposes: confirming the buyer’s financial capability and assessing their true intentions.

Initial Buyer Package

Require interested parties to complete a comprehensive buyer questionnaire before receiving your Confidential Information Memorandum (CIM). This package should request:

• Financial Standing: Recent financial statements, proof of funds, or evidence of acquisition financing capacity
• Acquisition History: Details of previous business purchases, including reference contacts from prior sellers
• Current Operations: Information about their existing business operations and market focus
• Strategic Rationale: Written explanation of why they’re interested in acquiring your specific business
• Key Personnel: Names and backgrounds of individuals who will be involved in due diligence
• Regulatory Status: Current licensing status in relevant jurisdictions

Red Flag Assessment

For high-stakes iGaming transactions, consider engaging a private investigator with experience in online gambling industry M&A. These professionals can uncover crucial information including:

• History of regulatory actions or license revocations
• Prior litigation involving acquisition disputes
• Reputation in the iGaming community
• Financial stability and payment history
• Connections to organized crime or money laundering concerns

Legal and Financial Verification

Instruct your legal counsel to review public records for litigation history. In the iGaming sector, where regulatory compliance is paramount, a buyer’s history of legal disputes or regulatory sanctions could signal future problems. Additionally, consider pulling credit reports—both corporate and personal—for key decision-makers.

Reference Checks

If the buyer claims extensive acquisition experience, request contact information for previous sellers. Speaking with someone who has completed a transaction with your prospective buyer provides invaluable insights into their negotiating style, post-closing behavior, and overall trustworthiness.

Counter-Requests

When buyers request customer introductions during late-stage due diligence, reciprocate by requesting conversations with their key employees, previous acquisition targets, or other relevant contacts. This balanced approach reinforces that you’re conducting equally thorough diligence on them.

For iGaming businesses, buyer vetting carries additional significance. The online gambling industry’s regulatory scrutiny means you cannot afford to be associated with questionable buyers. Your licensing authorities may scrutinize the transaction, and any hint of impropriety could jeopardize your licenses even if the deal ultimately fails to close.

Phased Information Disclosure Strategy

Information is your most valuable asset during an iGaming business sale. Release it strategically, in phases that correspond to the buyer’s demonstrated commitment and your growing confidence in their intentions.

Phase 1: Initial Interest (Pre-NDA)

At this stage, provide only non-confidential information through an anonymous teaser profile:

• General industry segment (online casino, sportsbook, affiliate, etc.)
• Geographic market focus (without specifics)
• Approximate revenue range
• High-level growth metrics
• Asking price range

Do not disclose your company name, specific URLs, or any information that could identify your business. An experienced iGaming business broker will craft a teaser that generates interest while maintaining complete anonymity.

Phase 2: Post-NDA, Pre-LOI

After executing a robust non-disclosure agreement and completing initial buyer vetting, release your Confidential Information Memorandum. This document should include:

• Company name and primary domains
• Detailed financial performance (three years of P&L statements, balance sheets)
• Revenue mix by product vertical
• Geographic revenue breakdown
• Key operational metrics (GGR, NGR, player lifetime value, retention rates)
• Technology stack overview (without proprietary details)
• Team structure and key personnel
• Marketing channel performance
• Licensing jurisdictions

Important: At this stage, redact or withhold highly sensitive information including specific player databases, proprietary algorithms, affiliate commission structures, and key vendor agreements.

Phase 3: Letter of Intent Signed

Once a buyer submits a signed Letter of Intent (LOI) with favorable terms, expand information disclosure to include:

• Detailed player segmentation and cohort analysis
• Affiliate partner list (with major partnerships highlighted)
• Key vendor contracts (with pricing potentially redacted)
• Marketing materials and creative assets
• Complete financial documentation including bank statements
• Employee compensation structure
• License application details

Phase 4: Deep Due Diligence (Post-LOI)

Reserve your most sensitive information for final due diligence, after the buyer has demonstrated serious intent through a signed LOI, possibly an exclusivity period, and deposit (if negotiated):

• Complete player database (possibly through controlled access)
• Proprietary gaming algorithms or bonus engine logic
• Detailed affiliate commission structures
• Full vendor pricing and payment terms
• Source code access (through neutral third-party audit only)
• Specific customer acquisition costs by channel
• Detailed regulatory correspondence

Milestone-Based Disclosure

For particularly sensitive iGaming transactions, consider implementing checkpoint approvals. Structure due diligence into distinct phases—such as financial review, operational assessment, technical audit, and regulatory verification—requiring buyer confirmation before proceeding to each subsequent phase. This approach grants you control over the information flow and provides natural exit points if red flags emerge.

Many successful iGaming M&A transactions employ virtual data rooms (VDRs) that allow granular control over document access, track who views what information, and enable you to revoke access instantly if negotiations deteriorate. Leading VDR providers offer features specifically designed for online gambling transactions, including watermarked documents and screenshot prevention.

What to Disclose (and When)

Understanding which information to share at each stage is critical for protecting your iGaming business while allowing buyers to conduct proper due diligence. Here’s a comprehensive framework tailored to online gambling operations:

Information Regularly Provided to Buyers

Financial Documentation

• Three years of profit and loss statements (monthly detail for most recent year)
• Balance sheets showing assets and liabilities
• Cash flow statements demonstrating liquidity
• Bank statements (recent 12-24 months)
• Tax returns (federal and relevant jurisdictions)
• Merchant account statements and payment processor reports
• Accounts receivable and payable aging reports
• Player liability reports (outstanding balances, bonuses, jackpots)

Legal and Compliance

• Copies of all gambling licenses (with renewal history)
• Regulatory correspondence (positive compliance reviews)
• Terms and Conditions, Responsible Gambling policies
• Data processing agreements (for GDPR compliance)
• Software licensing agreements
• Premises lease (if applicable for office space)
• Insurance policies (professional indemnity, cyber insurance)
• Material supplier contracts (game providers, payment processors)

Operational Information

• Technology asset inventory (servers, licenses, domains)
• Marketing materials and brand guidelines
• Website traffic analytics (aggregated data)
• Key performance indicators (player metrics, conversion rates)
• Organizational chart and team structure

Information Occasionally Shared (Late-Stage Due Diligence)

• Player Segmentation Data: VIP player counts, high-roller profiles (anonymized)
• Affiliate Details: Partner list with performance tiers (individual commissions redacted initially)
• Vendor Pricing: Exact commission rates paid to game providers and payment processors
• Employee Information: Individual employment agreements, compensation details
• Detailed Customer Acquisition Costs: Spend by marketing channel with ROAS
• Bonus Abuse History: Documentation of fraud prevention measures and abuse cases

Information Typically NOT Disclosed (or Disclosed Very Late with Extra Protection)

• Complete Player Database: Full customer lists with contact details, betting patterns, lifetime value calculations
• Proprietary Technology: Source code, algorithms, bonus engine logic, RNG implementations
• Affiliate Commission Structures: Detailed CPA, RevShare, and hybrid deal terms
• VIP Player Relationships: Names and specific information about high-value customers
• Future Product Roadmap: Upcoming game launches, market expansion plans
• Competitive Intelligence: Analysis of competitor strategies you’ve developed
• Banking Relationships: Specific details about payment processing arrangements that are difficult to replicate

Special Considerations for iGaming Assets

The iGaming industry presents unique disclosure challenges. Player databases represent enormous value—and enormous risk if mishandled. Consider these protective measures:

Anonymized Data First: Begin with aggregated player metrics and cohort analysis. Only provide individually identifiable information after executing additional confidentiality agreements and confirming the buyer’s legitimate need.

Technology Access Controls: Never provide direct access to your platform’s backend or admin panel. Instead, prepare detailed documentation and screenshots, or arrange supervised demonstrations.

Affiliate Network Protection: Your affiliate relationships may be your most valuable asset. Disclose partner names gradually, and consider whether certain strategic partnerships should be held back until closing is imminent.

License Transferability Research: Before extensive disclosure, confirm with legal counsel that your licenses can actually transfer to the prospective buyer. Some jurisdictions require new license applications, and certain buyer characteristics (such as ownership structure or country of incorporation) may disqualify them.

Document Protection and Confidentiality Marking

A simple but often overlooked protection mechanism is prominently marking all documents as “Confidential” before sharing them with potential buyers. While your NDA should comprehensively define confidential information, visual reinforcement strengthens both legal protection and psychological impact.

Implementing Document Marking

For iGaming business sales, apply the following marking conventions:

• Headers and Footers: Include “CONFIDENTIAL & PROPRIETARY” on every page
• Watermarks: Use diagonal watermarks on sensitive documents that also include the recipient’s name or company (this discourages sharing, as the source is traceable)
• File Names: Use file naming conventions that include the date and “CONFIDENTIAL”
• Cover Sheets: Begin document packages with a cover page emphasizing confidentiality obligations
• Metadata: Remove or control metadata in electronic documents that might reveal more than intended

Virtual Data Room Best Practices

For iGaming M&A transactions, virtual data rooms (VDRs) are essential. They offer:

• Access Controls: Restrict specific individuals to specific folders
• Activity Tracking: Monitor who views which documents and for how long
• Download Prevention: Disable downloading for highly sensitive materials
• Expiration Dates: Set automatic access revocation if deal talks stall
• Q&A Functionality: Manage buyer questions without direct email exchanges
• Audit Trail: Maintain comprehensive logs for regulatory or legal purposes

Major VDR providers like Datasite, Intralinks, and Firmex offer features specifically valuable for iGaming transactions, including the ability to redact portions of documents automatically and create different permission levels for various buyer team members.

Email Communication Protocols

Establish clear communication protocols that route all information requests through your iGaming business broker or M&A advisor. This centralized approach prevents inadvertent disclosure and ensures consistent messaging. Never send sensitive information via unsecured email. Instead, use the VDR or encrypted file-sharing services.

Physical Document Control

If in-person meetings occur (less common in iGaming due to the industry’s global nature), control physical materials rigorously:

• Number all copies and track distribution
• Collect materials at meeting conclusion
• Never allow buyers to photograph documents
• Use watermarked paper for printed materials
• Require document return or certification of destruction if deal terminates

Neutral Third-Party Due Diligence Oversight

For highly sensitive aspects of your iGaming business, consider appointing independent third parties to conduct due diligence on the buyer’s behalf. This approach limits direct exposure while still satisfying the buyer’s legitimate verification needs.

Technology Audits

If your online casino, sportsbook, or iGaming platform includes proprietary technology, a direct code review by a competitor would be catastrophic. Instead, engage a mutually agreed-upon independent technology auditor to review your systems and provide a report to the buyer.

Example Process:

1. Buyer and seller jointly select a reputable gaming industry technology consultant
2. The consultant signs an enhanced NDA preventing disclosure of specific technical details
3. Consultant reviews source code, infrastructure, security protocols, and RNG certifications
4. Consultant prepares a report confirming technical due diligence findings without revealing proprietary details
5. Report addresses buyer’s key concerns (scalability, security, compliance) without exposing competitive information

This arrangement is particularly valuable when selling iGaming software companies or platforms with unique technical innovations. The buyer gains confidence in the technology’s quality and compliance, while you avoid putting your source code in a competitor’s hands.

Financial Verification

For iGaming businesses with complex financial structures—such as multi-jurisdictional operations, cryptocurrency transactions, or affiliate revenue share models—engage an independent accounting firm to verify financials.

The firm can confirm revenue figures, validate player liability calculations, verify regulatory reserve requirements, and assess financial control environments. This third-party validation often accelerates negotiations by eliminating disputes over financial accuracy.

Customer Satisfaction Verification

If a small number of VIP players or major affiliates generate the majority of your revenue, the buyer will understandably want to verify their satisfaction and likely continuity. However, directly contacting these relationships risks disruption.

Instead, a neutral third party can conduct confidential satisfaction surveys or interviews, reporting findings to the buyer without revealing specific relationship details. This approach is particularly valuable when your iGaming business depends on a concentrated customer or affiliate base.

License Transfer Consultation

Engage regulatory consultants familiar with your licensing jurisdictions to advise on transfer procedures. These experts can interact with regulatory authorities on behalf of both parties, managing the process while protecting sensitive information about both companies.

Structuring Third-Party Engagements

When using third-party oversight, structure engagements carefully:

• Joint Selection: Both parties should approve the third-party selection to ensure perceived independence
• Shared Cost: Split costs between buyer and seller, or have buyer pay with seller approval of scope
• Clear Scope: Define exactly what the third party will review and what they will report
• Confidentiality Obligations: The third party must sign NDAs with both buyer and seller
• Limited Distribution: Third-party reports should have restricted distribution (typically to principals only, not junior team members)

Crafting Custom NDAs for iGaming Transactions

A generic non-disclosure agreement provides inadequate protection for iGaming business sales. The standard NDA downloaded from an online template service simply cannot address the unique considerations inherent in online gambling transactions. When your livelihood depends on protecting player databases, affiliate relationships, and proprietary technology, you need an NDA crafted specifically for your situation.

The Role of a Specialized iGaming Business Broker

Experienced iGaming M&A advisors understand the critical importance of tailored confidentiality agreements. Unlike general business brokers, specialists in the online gambling industry recognize which information represents your greatest vulnerability when dealing with specific buyer types. They work closely with your legal counsel to ensure NDAs reflect industry-specific risks.

When selecting an iGaming business broker, prioritize those who:

• Have completed multiple online gambling transactions
• Maintain relationships with gaming industry legal specialists
• Understand the regulatory implications of information disclosure
• Can provide examples of successful competitor acquisitions they’ve managed
• Maintain a network of qualified buyers, reducing the need to approach competitors

CasinosBroker and similar specialized iGaming M&A platforms focus exclusively on online gambling transactions, bringing deep industry knowledge that protects sellers throughout the process.

When Generic NDAs Fail

Standard NDAs often overlook critical protections for iGaming businesses:

• They may not adequately define “confidential information” to capture player data governed by GDPR
• They typically omit provisions preventing solicitation of your affiliate partners
• They rarely address the competitive sensitivity of game provider relationships and pricing
• They don’t contemplate the reputational damage if deal discussions become public in a regulated industry
• They may not include jurisdiction-specific legal requirements relevant to gambling operations

Customization Triggers

Invest in custom NDA preparation when:

• Dealing with Direct Competitors: Companies competing for the same players in overlapping markets require the most restrictive agreements
• Sharing Proprietary Technology: If due diligence involves platform demonstrations or code review
• Disclosing High-Value Relationships: When affiliate partnerships or VIP player relationships represent significant enterprise value
• Operating in Multiple Jurisdictions: Complex licensing structures require specialized legal provisions
• Cryptocurrency Operations: Blockchain-based casinos or crypto payment processing involves additional technical and regulatory considerations

Understanding NDA Objectives

Before diving into specific provisions, understand what you’re trying to accomplish with your iGaming business sale NDA. Two primary objectives drive confidentiality agreement design:

Objective #1: Behavior Management and Prevention

The NDA’s first purpose is prophylactic—preventing confidentiality breaches before they occur. Clarity is paramount. A complicated, jargon-laden agreement that buyers skim without comprehension fails this objective.

For smaller iGaming transactions (businesses valued under $5 million), consider supplementing your written NDA with a candid conversation. Explain why confidentiality is crucial: “Our affiliate partners don’t know we’re exploring a sale. If this information leaks, we could lose key relationships that represent 40% of our revenue. Your discretion isn’t just legally required—it’s essential to preserving the business value you’re paying for.”

This personal touch reinforces the written agreement, particularly with buyers who lack extensive M&A experience. Many first-time acquirers underestimate the sensitivity of information in our highly competitive iGaming industry.

Best Practice: When the buyer wants to negotiate NDA language, view this positively. It signals they’re taking the agreement seriously and intend to honor it. Buyers who casually sign without questions may not be giving the document proper consideration.

Objective #2: Legal Recourse

If confidentiality is breached, litigation becomes your remedy. However, lawsuits are expensive, time-consuming, and uncertain. Moreover, by the time you discover a breach and obtain legal relief, the damage may be irreversible. Your competitor may have already poached your affiliates or copied your player acquisition strategy.

That said, having strong legal language is still important for two reasons:

• Deterrence: Clear consequences described in the NDA discourage breaches
• Recovery Options: If breach occurs, specific provisions enhance your ability to obtain injunctive relief and damages

For iGaming transactions, the optimal approach balances readability (to prevent breaches) with legal rigor (to provide remedies). Your attorney should draft the NDA, but resist overly complex language that obscures key provisions.

Communication Strategy

When presenting an NDA to a prospective buyer of your iGaming business:

1. Provide Context: Explain that the agreement is customized for online gambling industry specifics, not a generic template
2. Highlight Key Provisions: Walk through the most important clauses, particularly those related to non-solicitation and specific confidential information definitions
3. Invite Questions: Encourage the buyer to seek their own legal review and discuss any concerns
4. Demonstrate Reasonableness: Position the NDA as protecting both parties’ interests in a heavily regulated industry

Competitor-Specific NDA Provisions

When the prospective buyer operates a competing online casino, sportsbook, or affiliate business, standard NDA provisions become inadequate. Direct competitors require customized agreements that address the heightened risk profile inherent in these transactions.

Different Approaches for Different Buyer Types

Successful iGaming M&A advisors employ distinct NDA strategies based on buyer characteristics:

High Net Worth Individuals (Private Buyers)

These buyers often purchase iGaming businesses as investment vehicles or lifestyle acquisitions. While they may lack industry experience (reducing some risks), they also may not understand the sensitivity of the information. NDAs should emphasize education and behavior management.

Private Equity Groups

Institutional investors typically have robust compliance departments and understand confidentiality obligations from previous acquisitions. However, they may share information among portfolio companies. NDAs should restrict information sharing within their corporate family without your explicit consent.

Direct Competitors

This category demands the most protective NDA provisions. Competitors possess both the motivation and capability to misuse your confidential information. They already understand your market, making it easier for them to exploit disclosed information.

Enhanced Provisions for Competitor Transactions

When dealing with direct competitors in the iGaming space, incorporate these specialized provisions:

1. Expanded Definition of Confidential Information

Standard NDAs often limit “confidential information” to materials explicitly provided in writing. For competitors, expand this to include:

• Orally Communicated Information: Conversations during facility tours, platform demonstrations, or strategic discussions
• Derived Information: Conclusions or insights the buyer develops based on disclosed information
• Observation-Based Information: Information gleaned from watching your operations, even if not explicitly discussed
• Deal Status: The fact that your iGaming business is for sale and that discussions are occurring

Sample Language: “Confidential Information includes all information, whether written or oral, disclosed by Seller to Buyer in connection with evaluating a potential acquisition, including information derived or developed by Buyer based on disclosed information, observations made during facility visits or platform demonstrations, and the existence and status of these acquisition discussions.”

2. Restricted Definition of “Representatives”

Many NDAs allow buyers to share confidential information with their “representatives” without defining who qualifies. For iGaming competitor transactions, precisely define and limit representatives:

Sample Language: “Representatives shall mean solely Buyer’s external legal counsel, independent accountants, and one designated senior executive officer of Buyer who has executed a personal acknowledgment of these confidentiality obligations. Representatives shall not include any persons involved in Buyer’s competitive operations, marketing, or business development functions. Representatives shall not include any party who may become a co-bidder or financing source for Buyer.”

This restriction prevents your competitor from sharing your information with their entire management team, particularly those directly responsible for competitive strategy.

3. Non-Solicitation Provisions

For iGaming businesses, non-solicitation clauses protect three critical constituencies:

Affiliate Non-Solicitation: “For a period of three (3) years from the date of this Agreement, Buyer shall not, directly or indirectly, solicit, contact, or attempt to enter into any business relationship with any affiliate partners identified in the Confidential Information, except through normal marketing activities not specifically targeted at Seller’s partners.”

Employee Non-Solicitation: “For a period of two (2) years from the date of this Agreement, Buyer shall not solicit for employment any employee of Seller whose identity is disclosed during due diligence. This provision does not prohibit hiring employees who respond to general employment advertisements not targeted at Seller’s workforce.”

VIP Player Non-Solicitation: “Buyer acknowledges that Seller’s VIP player relationships constitute trade secrets and proprietary information. Buyer shall not, directly or indirectly, solicit, market to, or attempt to acquire as customers any players identified in the Confidential Information.”

These provisions should survive even if the transaction doesn’t close. Your competitor shouldn’t gain a roadmap to your best affiliates or employees simply because they signed an NDA and reviewed your CIM.

4. No-Hire vs. Non-Solicitation Distinction

Non-solicitation prevents active recruitment but allows hiring if the employee initiates contact. For key personnel in iGaming operations—such as risk managers, affiliate managers, or platform architects—consider a stricter no-hire provision:

Sample Language: “Buyer shall not hire, engage, or contract with any of the following key employees for a period of two (2) years following the date of this Agreement: [List specific roles or names]. This prohibition applies regardless of which party initiates the employment discussion.”

5. Use Restriction

Explicitly state that confidential information may only be used to evaluate the specific acquisition transaction:

Sample Language: “Buyer shall use the Confidential Information solely for the purpose of evaluating the potential acquisition of Seller’s business. Buyer shall not use the Confidential Information to compete with Seller, to improve Buyer’s competitive position, to develop competing products or services, or for any purpose other than evaluating this specific transaction.”

6. Return or Destruction Obligations

If negotiations terminate, require certification that all confidential information has been returned or destroyed:

Sample Language: “Within five (5) business days of written request by Seller or termination of acquisition discussions, Buyer shall return or destroy all Confidential Information in any form, including copies, extracts, summaries, and analyses. Within ten (10) business days, Buyer shall provide written certification of compliance with this requirement, signed by an executive officer.”

For iGaming businesses, “destruction” should include deletion from all electronic systems, backup drives, and email accounts.

Industry-Specific Considerations

iGaming NDAs should also address:

• Regulatory Implications: Acknowledge that improper disclosure could jeopardize licenses
• Player Data Protection: Reference GDPR compliance and data protection obligations
• Cryptocurrency Operations: If applicable, address the sensitivity of wallet addresses, blockchain analytics, and payment processing relationships
• Game Provider Relationships: Protect the competitive advantage gained from favorable game provider terms or exclusive content deals

Critical NDA Clauses to Negotiate

Beyond the foundational provisions discussed above, several specific NDA clauses warrant careful negotiation in iGaming business sales. These clauses can significantly impact your protection and legal remedies.

1. Definition of Confidential Information

This is the most frequently negotiated NDA provision. A well-drafted definition for iGaming transactions includes:

Broad Base Definition: “Confidential Information means all information concerning Seller’s business, customers, affiliates, suppliers, technology, and operations that is not generally known outside Seller’s organization, including information disclosed in written, oral, visual, or electronic form.”

Specific Inclusions for iGaming:

• Player databases, betting patterns, and customer analytics
• Affiliate partner identities, contact information, and commission structures
• Game provider agreements and pricing terms
• Payment processing relationships and merchant account details
• Marketing strategies, customer acquisition costs, and conversion data
• Technology architecture, source code, algorithms, and platform specifications
• Financial performance, including GGR, NGR, and profitability by vertical
• Licensing details, regulatory correspondence, and compliance procedures
• Strategic plans, market expansion roadmaps, and competitive analysis
• The existence of these acquisition discussions and Seller’s interest in selling

Exclusions (Standard): Information that: (1) was publicly available at the time of disclosure; (2) becomes publicly available through no fault of Buyer; (3) was independently developed by Buyer without reference to Confidential Information; or (4) was rightfully received from a third party without confidentiality obligations.

Notice these exclusions don’t include information that was “already known” to the buyer. In competitor transactions, buyers often claim they already know everything about your business. Rejecting this exclusion protects you from bad faith claims.

2. Permitted Use Clause

Explicitly limit how the buyer may use your information:

Sample Language: “Buyer agrees that the Confidential Information shall be used exclusively for evaluating the potential Transaction described herein and for no other purpose whatsoever. Buyer shall not use the Confidential Information, directly or indirectly, to compete with Seller, to solicit Seller’s customers, affiliates, or employees, or to gain any competitive advantage.”

3. Legally Compelled Disclosure

Most NDAs allow disclosure when legally required (such as pursuant to subpoena). However, protect yourself by requiring advance notice and cooperation:

Sample Language: “If Buyer or any Representative is legally compelled to disclose Confidential Information pursuant to a valid court order, regulatory demand, or other legal process, Buyer shall: (a) provide Seller with prompt written notice of such requirement, including full details of the legal basis and scope of the required disclosure; (b) cooperate with Seller, at Seller’s expense, in seeking a protective order or other confidential treatment; and (c) if disclosure is ultimately required, disclose only that portion of the Confidential Information that Buyer’s legal counsel advises in writing is legally required to be disclosed, using best efforts to preserve confidentiality for all remaining information.”

This provision is particularly important for iGaming businesses due to regulatory scrutiny. Gaming authorities occasionally investigate transactions, and you want advance warning before your confidential information is provided to regulators.

4. Employee and Advisor Access

Control who within the buyer’s organization can access your information:

Sample Language: “Buyer shall not disclose Confidential Information to any of its employees, advisors, or representatives without Seller’s prior written consent, except to those Representatives specifically identified in writing to Seller who have been informed of this Agreement’s terms and have agreed to be bound by confidentiality obligations at least as restrictive as those contained herein. Buyer shall be responsible for any breach of this Agreement by its Representatives.”

For iGaming transactions with competitors, consider requiring that operational employees (those who directly compete with you) be excluded entirely from accessing confidential information. Due diligence can be conducted by the buyer’s strategic development team or external advisors without involving their day-to-day operational personnel.

5. No Obligation to Proceed

Clarify that the NDA creates no binding obligation for either party to complete a transaction:

Sample Language: “This Agreement does not obligate either party to proceed with any transaction, nor does it create any binding agreement to negotiate. Either party may terminate discussions at any time for any reason without liability. No binding obligation shall exist unless and until a definitive purchase agreement is fully executed by both parties.”

6. Disclaimer of Accuracy

Protect yourself from later claims about information accuracy:

Sample Language: “Seller makes no representation or warranty, express or implied, regarding the accuracy or completeness of the Confidential Information. Buyer acknowledges that it must conduct its own due diligence and shall not rely solely on the Confidential Information. Except as may be expressly set forth in a definitive purchase agreement, Buyer shall have no claim against Seller relating to the Confidential Information, and Buyer releases Seller from all such claims.”

This provision doesn’t prevent you from making accurate disclosures—it simply protects you from lawsuits if projections don’t materialize or if information provided during preliminary discussions differs from what’s discovered in deep due diligence.

7. Term and Duration

Specify how long confidentiality obligations persist:

Sample Language: “The obligations of confidentiality under this Agreement shall remain in effect for a period of three (3) years from the date of disclosure of each item of Confidential Information. Non-solicitation obligations concerning affiliates, employees, and VIP players shall survive for three (3) years from the date of this Agreement regardless of whether the Transaction closes.”

For iGaming businesses, push for longer terms (3-5 years) rather than shorter ones (1-2 years). Your competitive information has long-term value. Some particularly sensitive information, like player databases or proprietary algorithms, arguably constitutes trade secrets that warrant indefinite protection.

8. Injunctive Relief

Given the difficulty of calculating damages from confidentiality breaches, ensure you can seek injunctive relief:

Sample Language: “Buyer acknowledges that any breach of this Agreement may cause irreparable harm to Seller for which monetary damages would be an inadequate remedy. Accordingly, Seller shall be entitled to seek equitable relief, including injunction and specific performance, without posting any bond or proving actual damages, in addition to all other remedies available at law or in equity.”

9. Governing Law and Jurisdiction

Select favorable jurisdiction for enforcement:

Sample Language: “This Agreement shall be governed by and construed in accordance with the laws of [your preferred jurisdiction], without regard to conflict of law principles. Any dispute arising from this Agreement shall be resolved exclusively in the courts of [your preferred jurisdiction], and both parties consent to personal jurisdiction therein.”

For iGaming businesses, consider whether certain jurisdictions are more favorable for enforcing confidentiality agreements and non-solicitation provisions. Consult with your attorney about state law variations.

10. Assignment

Prevent the buyer from transferring their rights under the NDA:

Sample Language: “This Agreement is personal to the parties and may not be assigned or transferred by Buyer without Seller’s prior written consent. Any attempted assignment without such consent shall be void.”

This prevents the buyer from sharing your information with other potential co-bidders or financing sources by claiming they “assigned” their NDA rights.

11. Multiple NDAs at Different Stages

Consider requiring execution of successive NDAs as due diligence progresses:

• Initial NDA: For CIM review and preliminary discussions (standard provisions)
• Enhanced NDA: Before LOI execution, adding non-solicitation clauses
• Due Diligence NDA: Before granting platform access or customer introductions, with highly specific restrictions

This layered approach recognizes that a buyer who initially balks at restrictive terms may be more willing to accept them once they’ve invested time and resources in the process.

12. Representatives Must Sign

Require that buyer’s advisors personally acknowledge the NDA:

Sample Language: “Before receiving access to Confidential Information, each Representative of Buyer shall execute a written acknowledgment of this Agreement’s terms, agreeing to be personally bound by its provisions. Seller reserves the right to deny access to any proposed Representative who refuses to execute such acknowledgment.”

This is particularly important when the buyer wants their technical team to review your iGaming platform or when they want their affiliate manager to assess your partner relationships.

Protecting Your iGaming Asset: Final Recommendations

Selling your online casino, sportsbook, poker room, or affiliate business represents a culmination of years of effort building player relationships, securing licenses, and establishing market position. The iGaming industry’s explosive growth—projected to exceed $150 billion by 2029—creates unprecedented opportunities for successful exits. However, this same growth intensifies competition and magnifies the risks of confidential information disclosure.

Your Comprehensive Protection Strategy

Throughout this guide, we’ve explored sophisticated strategies employed by successful iGaming business sellers. Here’s your action plan for safeguarding your most valuable asset:

1. Engage Specialized Representation

Partner with an iGaming business broker or M&A advisor who focuses exclusively on online gambling transactions. These specialists bring:

• Deep understanding of player database valuation and protection
• Relationships with qualified buyers, reducing reliance on competitor approaches
• Experience negotiating iGaming-specific confidentiality provisions
• Knowledge of regulatory transfer requirements across jurisdictions

2. Implement Risk-Tiered Buyer Engagement

Approach potential acquirers strategically:

• Begin with private equity firms and geographic expansion candidates
• Progress to indirect competitors and strategic industry buyers
• Only approach direct competitors after refining your process and securing multiple alternatives

3. Mandate Rigorous Buyer Vetting

Before disclosing any substantive information:

• Require comprehensive buyer questionnaires
• Verify financial capability through bank references or proof of funds
• Check regulatory standing in applicable jurisdictions
• Contact references from previous acquisitions
• Consider engaging private investigators for high-risk buyers

4. Control Information Flow Through Phased Disclosure

Release confidential information progressively:

• Phase 1: Anonymous teaser (pre-NDA)
• Phase 2: Confidential Information Memorandum (post-NDA, pre-LOI)
• Phase 3: Detailed operational information (post-LOI)
• Phase 4: Highly sensitive data including player databases and source code (deep due diligence with maximum protection)

5. Leverage Virtual Data Rooms

Use enterprise-grade VDR platforms that offer:

• Granular access controls by user and document
• Comprehensive activity tracking and audit logs
• Watermarking and download prevention
• Automatic expiration if talks stall

6. Deploy Custom Non-Disclosure Agreements

Work with experienced gaming industry legal counsel to craft NDAs that:

• Comprehensively define confidential information specific to iGaming operations
• Include robust non-solicitation provisions for affiliates, employees, and VIP players
• Restrict use to transaction evaluation only
• Provide strong injunctive relief provisions
• Specify long protection terms (3-5 years minimum)

7. Consider Neutral Third-Party Oversight

For highly sensitive due diligence areas:

• Engage independent technology auditors to review source code and platform architecture
• Use third-party accounting firms to verify complex financial structures
• Employ neutral parties for customer satisfaction verification
• Retain regulatory consultants to manage license transfer discussions

The iGaming M&A Landscape in 2025

As strategic partnerships and acquisitions continue driving iGaming industry consolidation, operators of all sizes must prepare for potential M&A opportunities. Whether you’re receiving unsolicited inquiries or proactively exploring exit options, information protection isn’t optional—it’s essential for preserving business value and securing optimal transaction terms.

The online gambling industry’s unique characteristics—concentrated revenue sources, regulatory complexity, and intense competition—demand specialized confidentiality strategies that generic business sale approaches cannot address. By implementing the comprehensive protection framework outlined in this guide, you position yourself to navigate iGaming M&A transactions confidently, protecting your hard-earned business value while enabling qualified buyers to conduct appropriate due diligence.

Take Action Now

If you’re contemplating selling your iGaming business or have received acquisition interest:

1. Consult with iGaming M&A Specialists: Engage business brokers who focus exclusively on online gambling transactions and understand the industry’s unique confidentiality challenges
2. Assemble Your Advisory Team: Retain legal counsel experienced in gaming industry M&A to draft customized NDAs and transaction documents
3. Organize Your Confidential Information: Establish a virtual data room and categorize information by sensitivity level before engaging with buyers
4. Develop Your Buyer Strategy: Identify potential low-risk buyers to approach initially, refining your process before engaging competitors
5. Implement Protection Protocols: Establish clear communication procedures, document marking conventions, and access control policies

The Bottom Line

Selling an iGaming business to a competitor or any sophisticated buyer requires balancing two competing imperatives: providing sufficient information to support valuation while protecting the confidential assets that create that value. This delicate equilibrium is achievable through strategic planning, specialized expertise, and uncompromising commitment to confidentiality protection.

The strategies outlined in this guide—from risk-tiered buyer engagement to custom NDAs with industry-specific provisions—represent best practices developed through hundreds of successful iGaming transactions. By implementing these approaches with guidance from experienced iGaming M&A advisors, you transform what could be a vulnerability-laden process into a strategic advantage, ultimately achieving superior transaction outcomes while safeguarding your business throughout.

In the rapidly evolving iGaming industry, where information truly is power, protecting your confidential assets isn’t just good practice—it’s the difference between a successful exit and a catastrophic loss of competitive position. Choose your advisors wisely, implement robust protection protocols, and approach your transaction with the same strategic discipline that built your business in the first place.

Ready to explore your options confidentially? Connect with specialized iGaming business brokers who understand the unique challenges of online gambling M&A and can guide you through a secure, value-maximizing transaction process.