Does a mutual NDA make sense, or should only the buyer be bound?

It depends on who's actually going to be disclosing sensitive information during the process. In most business sales, the seller is the one sharing the meaningful confidential material — financials, customer information, operations — while the buyer mainly shares general information about their own background and financing capacity, so a one-directional agreement binding only the buyer is often the right fit and the more common structure.

A mutual NDA makes more sense when the buyer will also be sharing something genuinely sensitive in return — for example, a strategic buyer discussing their own confidential business plans, a structure involving shares or an earn-out where the seller needs detailed information about the buyer's own operations, or a competitor buyer disclosing their own pricing or strategy as part of exploring a combination. Don't default to a mutual agreement just because it sounds more balanced or fair if the buyer isn't actually disclosing anything comparable — match the agreement's structure to what's genuinely being exchanged rather than to how even-handed it appears. A Treadstone business lawyer can help you decide which structure fits your specific deal.