you're welcome, Hamza. That's interesting that you've wanted to be a corporate lawyer since an early age. I have videos where I talk about how I didn't understand what a corporate lawyer really did until my second year of law school! So, you are way ahead of the game!

you're welcome!

Great question! Anything highly confidential, which would certainly include trade secrets, should only be disclosed after the buyer signs a confidentiality agreement (aka non-disclosure agreement or NDA). We have buyers sign those early in the process -- before we give them anything (or very little) that isn't publicly available. Getting an NDA signed and enforcing one are two different things. Ultimately, if a bad actor buyer wants to put certain confidential information to work, it may be tough to prove that they are doing so and, in fairness to all buyers, they can't unlearn things, so some information will go into their heads and there is no way around them having that information going forward. That type of information, though, is more along the lines of marketing approaches, financial results, customer lists (also, FYI, at higher levels (larger deals) there is more process to navigate around disclosing customer and pricing information at all due to antitrust laws). When it comes to trade secrets, if you are guarding them like they should be safeguarded (disclosing rarely and only as needed and protecting them carefully) and if the information got into the public domain, you might be able to trace back the breach fairly easily and hold the disclosing party responsible. In my experience, most companies operating in the lower middle market ($2MM - $50MM), have far less confidential information (especially trade secrets) than they think they have. Business owners often value their information more than the market does. So, while this is an issue to navigate carefully, it's also a risk that most business owners ultimately find acceptable to get a deal done. At some point, you need to disclose the information. Granted, "sometimes" can be late in the process. We have done deals where the seller does not disclose their customer list until post-closing. That's tough to get a buyer to agree to, although not impossible. More commonly, we may disclose very sensitive information after the buyer completes all of its due diligence a, d the deal is well toward closing (that is not a common approach in deals overall, just more common than disclosing any certain information only after the deal closes).

@@BrettCenkus that was very informative, thank you. keep making more videos, I'm breathing them in like they are air. PS: some information on M&A deals between entities in different countries would be nice

@@Franck-mj1vt I will plan a video on cross-border M&A. Great idea! Thank you.

I posted a video on the pros and cons of the JD-MBA yesterday - kzfaq.info/get/bejne/bJd5lKmBvbLDqH0.html

I am sorry that I overlooked this question months ago when you posted it. I am a fan of the JD/MBA, mainly because I am obsessed with learning. I'd like to go back and get my MBA one day soon (I'm more than half-serious)! From a cost-benefit standpoint, it may be less clear (depends on your individual situation and goals). I will post a video about this topic soon (I am overdue to do that).

Frenchy, everything in our world starts with a precedent agreement (a similar agreement from a different transaction). That is the "template," although there isn't a standard template, at least we don't have one, for customer contracts. We work with clients to develop form customer contracts (by "form," we mean their custom template that they can use over and over because their business doesn't change). To do that process well we schedule an intake call with the client to gather information and figure out what's important to them, where they see risks in their business (with their customers), etc. We prepare a draft version, they provide feedback, we prepare another version usually. And then we build in one round of revisions after the first customer reviews and negotiates the "form" (because, as the saying goes, "no battle plan survives contact with the enemy." All-in, this typically takes us approximately 10 hours, or $3,500. That's not cheap, I realize, although it's solid, custom work. It can be a little less time (money) and sometimes more, although I'd estimate 90% of these projects fall within $2,500 - $5,000. If you want to do that, reach out to us at 512.888.9860. If you want to explore the idea more, you can schedule a call with me at clarity.fm/brettcenkus.