Can the agreement be signed electronically?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention are satisfied.

When is notarization required?

Notarization is typically unnecessary for tour agreements, but state-specific rules may require notarized acknowledgements for certain attachments; check your state secretary of state guidance for verification.

Do I need a separate NDA?

If an NDA already covers due diligence, reference it in the tour agreement; avoid inconsistent terms and ensure both documents align on confidentiality scope and remedies.

What if a visitor breaches confidentiality?

Remedies may include injunctive relief, monetary damages, indemnity claims, and termination of access; specify notice and cure periods where appropriate to preserve dispute options.

How to revoke access quickly?

Include an immediate revocation clause and operational steps for revoking credentials or escorting visitors offsite; document the revocation in writing to preserve evidence.

Which eSignature features help enforceability?

Use audit trails, signer authentication (email, SMS code, or stronger), and retention of the signed record. For regulated contexts, consider platforms with HIPAA BAA or 21 CFR Part 11 support.

Electronic Signature
Templates
Miscellaneous
Business M&A Tour Agreement

Business M&A Tour Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS M&A TOUR AGREEMENT

This Business M&A Tour Agreement (the Agreement) is entered into by and between Seller Name: and Buyer Name: on the Effective Date: .

WHEREAS

WHEREAS, Seller owns and operates the business identified as the Subject Business and is willing to permit Buyer and its authorized representatives to enter the premises for the limited purpose of conducting a physical inspection and preliminary diligence (the Tour); and

WHEREAS, Buyer seeks to evaluate the Subject Business in connection with a potential purchase, merger or other acquisition transaction, and Seller requires assurances concerning confidentiality, conduct of the Tour, payment and allocation of risk.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Seller shall permit Buyer and up to authorized representatives to tour the premises located at:

Premises / Location Detailed Description of Tour Activities

2. PAYMENT TERMS

In consideration for the Tour, Buyer shall pay Seller the fees described below.

Total Fee (USD) Deposit Required (if any) Payment Schedule / Method Late Payment Fee

3. TERM AND TERMINATION

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated pursuant to this Section.

Notice Period for Termination (days)

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve Buyer of payment obligations for Tours already conducted.

4. CONFIDENTIALITY

All non-public information disclosed or observed in connection with the Tour, whether written, oral or electronic, including business operations, financial information, trade secrets and employee matters (Confidential Information), shall be held in strict confidence by Buyer and its representatives. Buyer shall not disclose Confidential Information to any third party except to its advisors who have a bona fide need to know and who are bound by confidentiality obligations at least as protective as those herein.

Buyer shall use Confidential Information solely for the purpose of evaluating the Subject Business. Buyer shall take commercially reasonable measures to protect Confidential Information and, upon written request by Seller or upon termination of this Agreement, shall promptly return or destroy all tangible Confidential Information and certify destruction in writing.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is already rightfully known by Buyer prior to disclosure, or is independently developed by Buyer without use of Confidential Information.

Buyer acknowledges and agrees to be bound by the confidentiality obligations set forth in this section.

5. REPRESENTATIONS, INDEMNIFICATION AND INSURANCE

Seller represents that it has authority to permit the Tour. Buyer agrees to conduct the Tour in a safe and non-disruptive manner, indemnify and hold Seller harmless from claims arising from Buyer's negligence during the Tour, and maintain at its cost commercial general liability insurance covering attendees for the duration of the Tour.

Buyer Insurance Carrier / Policy (if applicable)

6. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THE TOUR, EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

8. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings and communications relating to the Tour. Any amendment to this Agreement must be in writing and signed by both parties.

9. MISCELLANEOUS

Notices under this Agreement must be given in writing to the addresses set forth below. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Seller Contact / Notice Address Buyer Contact / Notice Address

Seller (Printed Name):

By:

Date:

Buyer (Printed Name):

By:

Date:

What a Business M&A Tour Agreement Covers

A Business M&A Tour Agreement is a written contract that defines the terms under which prospective buyers, advisors, or lenders may enter and inspect a target business during merger and acquisition due diligence. It typically sets access windows, safety and confidentiality obligations, permitted areas to inspect, liability allocation for property damage or injury, and limits on photography or data copying. The agreement complements nondisclosure agreements and purchase agreements by controlling onsite interactions, protecting sensitive information, and preserving the target’s operational continuity during the transaction process.

Why use a Business M&A Tour Agreement

A formal tour agreement reduces legal and operational risk by specifying confidentiality, access limits, and liability allocation; it documents consent for inspections and helps preserve privileged information. Properly drafted, it clarifies responsibilities and supports enforceability under U.S. electronic signature laws such as the ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes.

Who typically signs and manages these agreements

Typical parties include buyer representatives, investment bankers, lenders, and the seller’s corporate designees responsible for hosting and escorting visitors.

Corporate development and M&A teams conducting site visits and asset inspections on behalf of acquirers.
Outside advisors such as legal counsel, accountants, and technical consultants who require limited access for diligence.
Seller-appointed facility managers or security officers responsible for enforcing access rules and escort protocols.

Use clear role definitions and contact points in the agreement to avoid confusion during scheduling and to enforce safety and confidentiality rules on site.

Signing authority and typical signers

Buyer Rep

A senior corporate development officer or authorized representative with written signatory authority from the prospective buyer; signs to acknowledge access rules and confidentiality obligations on behalf of the buyer organization.

Seller Rep

An authorized officer or facilities manager for the selling company who confirms permitted areas, escort procedures, and accepts responsibility for notifying visitors of site rules and hazards during the scheduled tour.

Core clauses to include in the agreement

A comprehensive Business M&A Tour Agreement organizes practical and legal details so both parties understand the scope and limits of access during diligence tours.

Confidentiality

A clear confidentiality clause that references any existing NDA, specifies the treatment of observations, and restricts use and disclosure of all nonpublic information seen during the tour.

Access Scope

Define specific physical areas, systems, and personnel that may be observed, plus prohibited zones and any limits on duration and frequency of visits.

Safety Protocols

Require compliance with site safety rules, personal protective equipment, escorting by authorized staff, and procedures for emergencies or suspected hazards.

Recording Restrictions

State whether photographs, video, and audio recordings are permitted; if allowed, specify device controls, review rights, and secure handling requirements for captured data.

Liability

Allocate responsibility for injury or property damage, including insurance requirements, indemnities, and limits on recovery for visit-related claims.

Logistics

Cover scheduling, entry credentials, visitor lists, ID checks, confidentiality acknowledgments on arrival, and procedures for revoking access or rescheduling.

Essential data elements to capture

Visitor Identity: Full legal name

Affiliation: Company and role

Visit Window: Date and time range

Access Areas: Permitted locations

Signature Method: ESIGN or wet signature

Emergency Contact: Onsite phone number

Step-by-step: preparing and executing a tour agreement

Follow a consistent sequence to schedule, approve, and document site visits so safety, confidentiality, and recordkeeping obligations are satisfied.

01

Request visit: Buyer submits proposed date and attendee list.
02

Seller reviews: Seller confirms permitted areas and safety needs.
03

Sign agreement: Both parties sign the tour agreement and any linked NDA.
04

Conduct tour: Seller escorts visitors and documents any incidents.

How to set up an online tour agreement workflow

Configure a simple digital workflow to send, sign, and archive tour agreements with clear authentication and access controls.

Field	Configuration
Signer authentication	Email link or SMS code
Signature order	Seller then buyer or simultaneous
Attachment handling	Allow uploaded IDs with restricted access
Audit trail	Capture IP, timestamps, and actions

Where to send and how the document moves

Define routing so each stakeholder receives the agreement for signature, and a copy is stored in a secured repository following execution.

Upload: Host uploads the final agreement to the signing platform.
Send to signer: Platform emails or texts the signing link.
Sign: Each signer completes required fields and signs.
Archive: Executed document and audit trail are stored securely.

Delivery channels and technical requirements

Choose delivery methods that balance security and convenience: email signing links, guest signing, or in-person kiosk signing for escorted visits.

Integrations: Salesforce, NetSuite, Google Workspace supported
File formats: PDF and DOCX accepted
Authentication: Email link, SMS code, or advanced options

Ensure the chosen platform supports audit trails, secure storage, and any industry compliance needs such as HIPAA BAA or 21 CFR Part 11 where applicable.

Common timing rules and scheduling expectations

Set clear timeframes in the agreement to avoid last-minute access denials and to document the scope of permitted inspections.

Advance notice required:

Typical 48–72 hours to arrange escorts and ID checks

Access window length:

Specify start and end times for each visit

Confidentiality effective date:

Often effective on NDA signing or earlier

Document return deadline:

Require return/destruction of copies within specified days

Incident reporting:

Notify seller within 24 hours of any security incidents

Common mistakes to avoid when preparing the agreement

Vague access descriptions that allow differing interpretations of permitted areas and equipment handling.
Failing to link or reference an existing NDA, which can create gaps in confidentiality obligations.
Neglecting visitor identity verification or escort requirements that increase security and liability risk.
Not specifying photographic or device use rules, leading to unauthorized capture and dissemination of sensitive information.

Consequences of failing to enforce or follow the agreement

Confidentiality breach: Potential contract liability

Property damage: Repair costs and indemnity claims

Loss of deal: Buyer withdraws or reduces offer

Regulatory exposure: Industry fines for data mishandling

Reputational harm: Customer and partner distrust

Criminal risk: Unauthorized entry or theft prosecutions

Practical clauses that reduce friction

Simple, well-drafted operational clauses make tours efficient while preserving protections for both parties.

Scheduling Protocol

Standardize notice periods, attendee lists, and cancellation rules so hosts can prepare escorts and ensure safety compliance without last-minute disruption.

Escorting Requirement

Require that all visitors be accompanied by authorized personnel at all times to prevent unauthorized access and to direct attention away from sensitive operations.

Limited Copying

Prohibit or tightly control photography and note-taking; require immediate secure transmission of any notes or images to the seller for review.

Insurance Cover

Ask for proof of liability insurance where appropriate and allocate responsibility for on-site injuries or equipment damage during the visit.

eSignature vendor comparison for executing a Business M&A Tour Agreement

Compare common eSignature providers for cost, bulk sending, audit trail, and HIPAA support; signNow appears first to align vendor comparisons consistently.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial, no credit card required	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

FAQs — common questions about Business M&A Tour Agreements

Answers to frequent legal and practical questions about executing and enforcing Business M&A Tour Agreements in the United States.

Need help? Contact support

Can the agreement be signed electronically?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention are satisfied.
When is notarization required?
Notarization is typically unnecessary for tour agreements, but state-specific rules may require notarized acknowledgements for certain attachments; check your state secretary of state guidance for verification.
Do I need a separate NDA?
If an NDA already covers due diligence, reference it in the tour agreement; avoid inconsistent terms and ensure both documents align on confidentiality scope and remedies.
What if a visitor breaches confidentiality?
Remedies may include injunctive relief, monetary damages, indemnity claims, and termination of access; specify notice and cure periods where appropriate to preserve dispute options.
How to revoke access quickly?
Include an immediate revocation clause and operational steps for revoking credentials or escorting visitors offsite; document the revocation in writing to preserve evidence.
Which eSignature features help enforceability?
Use audit trails, signer authentication (email, SMS code, or stronger), and retention of the signed record. For regulated contexts, consider platforms with HIPAA BAA or 21 CFR Part 11 support.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now