title: NDA Outline — Target Data Room Gate source_agent: pm:draft-nda created: 2026-04-09 status: research
NDA Outline — Mutual Confidentiality for Data Room Access
Parties
- Receiving: Soulfire (acquirer / interested buyer)
- Disclosing: [Target Company]
Scope of Confidential Information
- Financial data, user metrics, technical architecture
- Customer lists, moderation policies, KYC / 2257 procedures
- Payment-processor relationships, compliance documentation
- Business strategy, expansion plans, intellectual property
Permitted Use
- Internal evaluation for potential acquisition only
- Sharing with legal, finance, and technical advisors on need-to-know basis
- No public disclosure, no competitive use
Term
- 2–3 years (standard for adult-market deals)
- Financial-data confidentiality survives closing or termination
Exclusions
- Information already in public domain
- Information rightfully known prior to disclosure
- Information lawfully received from third party
- Information independently developed
Governing Law
- Czech Republic (default; mutual agreement if seller prefers DE/CH/CY)
Remedies
- Injunctive relief for breach
- Standard liquidated-damages clause
- Attorney fees to prevailing party
Additional Clauses
- Return / destruction of materials on closing or termination
- No license or obligation to acquire granted by NDA
- Audit rights (limited, on notice)
- Non-solicit of target's employees for 12 months (mutual)