Sign an NDA online

What an NDA actually does

A non-disclosure agreement, also called a confidentiality agreement, is a promise not to use or share information you are given except for an agreed purpose. Companies sign them before due diligence, a software demo with real data, a manufacturing quote, or a first conversation with a possible investor or acquirer.

There are two shapes. A one-way NDA protects only the party handing information over, which suits a supplier pitch or a contractor being shown your systems. A mutual NDA protects both sides, which is the norm when two businesses are exploring a deal and each will show the other something sensitive.

Clauses that decide whether it holds up

Most disputes over NDAs come down to a handful of clauses. Read these before anything else, because a confidentiality agreement that is vague about what it covers is hard to enforce.

• Definition of confidential information: does it cover only material marked 'confidential', or anything disclosed in connection with the purpose, including oral disclosures confirmed in writing later?
• Exclusions: information already public, already known to the recipient, independently developed, or received lawfully from someone else.
• Permitted purpose: the one thing the recipient may use the information for, such as evaluating a possible acquisition.
• Term: how long the duty lasts. Two to five years is common; trade secrets are often protected for as long as they stay secret.
• Return or destruction on request, with a carve-out for automatic backups.
• Remedies: an acknowledgement that damages may not be enough and that the discloser can seek an injunction.
• Governing law and courts, which matter more than people expect when the parties are in different countries.

Limits the law puts on NDAs

An NDA cannot buy silence about everything. In the UK, a confidentiality clause will not stop a worker making a protected disclosure under the Public Interest Disclosure Act 1998 or reporting a crime to the police. In the US, an employer that wants the full remedies of the Defend Trade Secrets Act against an employee must include the whistleblower immunity notice set out in 18 U.S.C. section 1833(b), and several states restrict NDAs that cover harassment or discrimination.

None of this is legal advice. If the information is worth a lot, or the NDA sits inside an employment relationship, have a lawyer check it against the law of the country named in the governing law clause.

Who signs and in what order

Each party signs once. For a company, the person signing must have authority to bind it: usually a director, an officer or someone with delegated signing authority. Adding their printed name and job title under the signature makes that clear on the face of the document.

Order rarely matters for an NDA. Most senders choose 'everyone at once' so the first conversation is not held up. If your policy is that the counterparty signs first and you countersign, set a signing order so your own signature is requested only after theirs is in.

Common mistakes

The commonest is sending the counterparty's NDA back unread because it is 'standard'. Their version may be one-way in their favour, or carry a non-solicit clause stopping you hiring their staff for a year. Another is the wrong legal entity: signing as the parent company when the subsidiary will receive the information.

A quieter mistake is losing the signed copy. An NDA may need to be produced years later, after the people who signed it have moved on, so keep the sealed PDF and its certificate somewhere your team can find it.

How to send an NDA with Sign PDF

Upload the NDA as a PDF or Word file. Sign PDF reads the wording around each blank, so a block headed 'Receiving Party' gets that signer's boxes and the 'Disclosing Party' block gets the other's. Check them, drag any that are slightly off, and type each signer's name and email.

Signers open an email link, confirm a six-digit code sent to their inbox and sign in the browser on a phone or laptop, with no account. When the last person signs, the boxes are written into the PDF, a certificate of completion is added at the end, and the file is sealed with a digital signature and a DigiCert timestamp. Anyone can later check a copy at signpdf.ai/verify.

If you send NDAs every week, the Full plan at $10 a month lets you save the NDA as a template so the boxes are already placed next time.