Non-Disclosure Agreement (NDA)
A mutual NDA with disclosing and receiving party details, scope of confidential information, term, and legally binding e-signature.
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About This Template
What is a non-disclosure agreement?
A non-disclosure agreement — NDA, also called a confidentiality agreement — is a contract where one or both parties agree to keep specified information private. NDAs underpin nearly every commercial relationship that involves sharing something sensitive: investor pitches, M&A diligence, vendor evaluations, contractor engagements, employment offers, and strategic partnerships. The structure is simple, but the details matter enormously: a poorly drafted NDA is worth less than no NDA at all, because it creates a false sense of security around information that's actually unprotected.
Historically, NDAs were Word documents emailed back and forth between counsel, edited in track-changes, printed, signed, scanned, and re-emailed. The cycle from first draft to fully executed could take anywhere from two days to two weeks — a brutal delay when a deal is moving fast and the alternative is shipping an investor your data room without protection. Digital NDAs collapse this entire workflow: the disclosing party builds the form once, sends a link, and the counterparty signs in the browser. Median time from send to signature drops from days to hours.
A well-designed digital NDA does three jobs: clearly identifies the parties and scope of confidential information, establishes a defined term and governing jurisdiction, and captures legally binding signatures from both sides with a complete audit trail. This Poper template handles all three. It ships with 10 pre-configured fields drawn from standard mutual and one-way NDA structures, supports configurable term lengths, and generates a tamper-evident PDF for every executed agreement.
Use this template as-is for fundraising, M&A diligence, contractor onboarding, vendor evaluation, and partnership discussions — or use the drag-and-drop builder to add non-solicitation, non-compete, residual rights, or schedule-of-information sections. The form is fully brandable, integrates with Salesforce, HubSpot, and Docusign, and supports bulk-send when you're running an outreach campaign and need 30+ counterparties to sign quickly.
For You
Why Use This Non-Disclosure Agreement (NDA)?
Built and battle-tested by teams who collect real responses every day.
Send and Sign in 2 Minutes
Skip the back-and-forth of attaching a Word doc, asking the other party to print, sign, scan, and send back. One link, two minutes, done.
Legally Binding E-Signature
Captures typed signature, timestamp, and IP address for both parties. Generates a tamper-evident PDF that holds up in U.S., UK, EU, and most other courts.
Mutual or One-Way in One Form
Toggle the confidentiality direction with a single field. Use the same template whether the disclosure flows one way or both — no need to maintain two templates.
Customizable Term & Jurisdiction
Choose a 1, 2, 3, or 5 year term — or indefinite — and set the governing jurisdiction. The template adjusts the legal language to match.
Scoped Confidential Information
A dedicated field captures exactly what's being shared (financials, source code, customer list, product roadmap) so 'confidential information' isn't ambiguous later.
Encrypted, Searchable Storage
Every signed NDA is encrypted at rest and indexed by party name, date, and counterparty. Pull any agreement from your archive in seconds.
Every Field, Explained
Every field in this form, explained
Each field was chosen to serve a specific legal or operational purpose. Here's what each one does — and why it's there.
The legal name of the party sharing confidential information. Use the registered company name for entities (e.g. 'Acme Holdings Inc.') and full legal name for individuals — not nicknames or DBAs.
Primary contact for the disclosing party. The signed NDA copy is automatically emailed here for record-keeping.
The legal name of the party receiving the confidential information. For mutual NDAs, both parties act as both disclosing and receiving — the toggle switches the form into mutual mode.
Primary contact for the receiving party. The signed copy is also emailed here, so both sides have an identical record of the executed agreement.
Why the information is being shared — for example, 'evaluating a potential Series A investment' or 'scoping a contract design engagement.' Limits the receiving party's permitted use of the information.
What is being shared. Be specific: 'source code, customer list, financial projections, and product roadmap' is enforceable. Vague catch-all phrases are not.
How long confidentiality obligations last. Choose 1, 2, 3, or 5 years for ordinary business information, or indefinite for trade secrets and similar irreplaceable information.
The date the NDA becomes binding. Usually the date both parties sign, but can be backdated to cover information already shared in preliminary conversations.
Which state or country's laws govern the agreement, and where disputes will be resolved. Default to the disclosing party's home jurisdiction unless otherwise negotiated.
Typed full-name signatures from both parties. Together with the timestamp and IP address, this forms a legally defensible e-signature audit record under ESIGN, UETA, and eIDAS.
How It Works
From template to live form in three quick steps.
Fill Out the Form
Try the form yourself — every field is interactive. See how respondents will experience it.
Import to Poper
Click 'Use This Template' to load it into your Poper dashboard. Customize fields, styling, and logic.
Embed Anywhere
Add it to your website, landing page, or share as a standalone link. Responses stream straight into Poper.
Best Practices
NDA best practices
Nine field-tested tips from founders, deal lawyers, and corporate development teams. Apply what fits your situation.
Be specific about the confidential information
Vague descriptions like 'all business information' rarely hold up in court. List the actual categories: source code, customer list, financial statements, product roadmap, pricing, supplier contracts. Specificity is what makes an NDA enforceable.
Match the term to the actual sensitivity
A two-year term is standard for ordinary commercial information. Use five years for technical know-how. Save 'indefinite' for trade secrets — courts often refuse to enforce indefinite terms for normal business information.
Default to mutual unless one-sided is obvious
Even in seemingly one-way conversations (e.g. pitching an investor), the receiving party often shares feedback that has its own confidentiality value. A mutual NDA is rarely worse than a one-way one and often more accurate.
Carve out the standard exceptions
Every modern NDA carves out information that is publicly known, independently developed, lawfully received from a third party, or already known to the receiving party. Without these carve-outs, the agreement is too broad to enforce.
Identify the right signatory on each side
For corporate counterparties, the signer should be a director, officer, or someone with documented authority to bind the company. For larger deals, request a copy of the authorization or have your counsel verify capacity.
Send the NDA before sharing anything
Information shared before the NDA is signed is not protected by it unless the agreement is explicitly backdated. Make signing the first step, not the second. Pre-signed NDAs unlock data rooms; post-shared information rarely gets protected later.
Track who signs and who doesn't
When you're sending NDAs to 30 investors during a raise, you need a dashboard. Use Poper's submission view to see who signed, who opened the link, and who needs a follow-up. Stuck NDAs are usually a sign of stuck relationships.
Keep the language plain
A short, clear NDA gets signed. A 12-page agreement with archaic legalese gets routed to counsel for review and adds a week to your deal cycle. Use the simplest language that still covers your bases.
Archive every signed NDA permanently
Even short-term NDAs can become relevant years later if a counterparty disputes the source of an idea or product. Retain signed NDAs for the term plus 6+ years, and longer for anything covering trade secrets.
For Teams & Businesses
Built for Professional Use
Import this form into Poper, brand it, and embed it anywhere. Responses flow straight into your tools.
Close Diligence Faster
Investors and acquirers report diligence cycles shrinking by 4–7 days when NDAs are signed digitally instead of mailed PDFs. Faster NDA, faster data room access, faster check.
Templated for Common Scenarios
Pre-built variants for fundraising, M&A, contractor engagement, and vendor evaluation. Pick the closest match and tweak — most users go live in under 10 minutes.
Sync to CRM, DMS & Deal Rooms
Push every signed NDA to Salesforce, HubSpot, Docusign, Notion, Airtable, Dropbox, Google Drive, Iconik, and 96+ other tools. Every counterparty record is automatically attached.
Audit-Ready Trail
Every signature event is timestamped, IP-logged, and exportable as a court-defensible PDF. Includes a hash of the agreement text so neither party can claim it was altered.
Bulk-Send to Multiple Counterparties
Running an investor outreach? Generate a unique NDA link per counterparty and track who has signed and who hasn't from one dashboard view.
Reminders for Unsigned NDAs
Trigger an automated email after 48 hours, 5 days, and 10 days to counterparties who haven't signed yet. Most users sign within the first reminder window.
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