A confidentiality agreement (or non-disclosure agreement) is often the first document prepared in the acquisition process which imposes obligations on the parties during the negotiation period. Essentially, a confidentiality agreement is an agreement which allows a party to provide confidential information to another party while protecting itself from the unauthorized use of that information by the other party. By defining the duties that parties have with respect to confidential information, confidentiality agreements are helpful in facilitating the diligence and negotiation process and avoiding future litigation.