This Standard Document is a confidentiality agreement between a seller and a buyer in a loan sale transaction. It sets out the terms, conditions, and limitations imposed on prospective loan buyers pertaining to the use and dissemination of information received from the seller during due diligence. This Standard Document has integrated notes with important explanations. It also contains drafting and negotiating tips for both parties. While confidentiality agreements are generally governed by state law, this jurisdictionally neutral template is useful and relevant in every state.