An investor NDA protects the confidential information a company shares with a prospective investor during diligence — financials, cap table, product plans — while still letting the investor do their ordinary job of evaluating and backing other companies, including competitors. Download the ready-to-fill template below, or read the full clause checklist first — it covers what a solid investor NDA needs and the mistakes that make investors balk at signing.
A complete, ready-to-fill PDF — 12 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.
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This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.
Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.
Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.
Company & investor names
Full legal name of the company sharing information and the investor (or fund entity) receiving it. This is a one-way NDA — only the company discloses.
Effective date
The date confidentiality obligations start — usually the date of signing, but state it explicitly.
Definition of confidential information
What counts as confidential during diligence — financials, cap table, customer data, product plans, source code, and the fact discussions are happening at all.
A portfolio-conflict carve-out
Investors evaluate and back many companies, including direct competitors, as their ordinary business. Without an explicit carve-out permitting that, an investor’s counsel will not let them sign.
No blanket "no-use" restriction
A clause barring the investor from any use that "competes" with the company blocks their normal dealmaking. Limit restrictions to the company’s own confidential information, not the investor’s other activity.
Exclusions (already-public info)
Information that was already public, already known, independently developed, or learned through evaluating other companies shouldn’t be covered.
Term / duration
How long confidentiality obligations last — commonly 1–3 years for diligence NDAs, sometimes indefinitely for trade secrets.
Return or destruction of information
What happens to diligence materials if the deal doesn’t close — return, delete, or destroy, and by when. Most funds keep one archival copy for compliance.
Governing law
Which jurisdiction’s law applies if there’s ever a dispute.
Signatures & date
Both the company and the investor sign and date the agreement. Until this happens, nothing in the document is binding.
Fill in the template above in any PDF editor, then send it to the investor for signature. They sign online and never need an account, and the finished file comes back sealed with an audit certificate showing who signed, when, and from where.
Only you need to sign your own copy? Use the free self-sign tool instead — no account needed.
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