Before You Sign An NDA: Facts and Info You Need to Know
In the past, we have brought to your attention some concerns and questions about Non-Disclosure Agreements (NDAs), also known as Confidentiality Agreements. We have brought to light that some transitions companies use the NDA document to establish an exclusive relationship or put unethical conditions on a purchaser before allowing them to learn more about practice opportunities.
It is vital for you as a purchaser or buy-in candidate to understand a few important facts:
Confidentiality/Non-Disclosure Agreements are valid legal documents
NDAs are designed by attorneys and meant to protect sensitive financial and private business information of practice owners and sellers. It is normally required that you sign an NDA prior to reviewing practice-related documents and information in connection with a practice purchase, association, or partnership. The agreement you sign is a valid legal document. You should read it closely and understand all it entails and requires of you. If something seems to be out of the ordinary, be sure to ask about it. When you sign an NDA document, you are agreeing that you will keep all information related to the inquiry (sensitive or not) confidential. This is reasonable.
Looking Out For You: You Are Entitled to Representation When You Sign an NDA!
Hiring someone to specifically represent you is important, as you must look out for and protect yourself. While our entire team at Henry Schein Professional Practice Transitions (HS PPT) takes pride in creating fair transactions with fair documentation, not all “transition specialists” operate the same way, so you must protect your interests.
Look closely at all provided financial statements and documentation. Have you been given complete financial statements and tax returns; a clean, reasonable pro forma (not a projection) and a full set of statistics on the dental practice and how it runs? Please note that some NDAs also seek to limit your access to representation. You should never be required to relinquish your ability to engage competent advisors. While this may come at a cost to you, proper advice or representation is invaluable. Perhaps especially when you need to sign an NDA.
Not All “Specialists,” “Experts” or “Brokers” Are Equal
True expertise when you have to sign an NDA and buy into your new dental practice matters. Quality transition specialists and experts represent quality transition opportunities. Not only is the practice documentation clear, but it is consistent and professional. Further, documentation should be provided in a timely manner and be complete. True specialists will have collected and reviewed documentation up front to establish price or value, well before a practice is available for sale on the market. They are comprehensive and thorough and do not compromise their work or integrity.
We invite you to read and review our confidentiality agreement at any time on our website under the “Forms” section at https://dentalpracticetransitions.henryschein.com/contact-us/forms/ . You’ll find it is a clear and straightforward document, specifically intended to protect the disclosure of ALL private information.
