Investor NDA (Non-Disclosure Agreement) Template
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.
Download the Investor Non-Disclosure Agreement
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.
Need the other party to sign it too? Send it for signature with a full audit trail and a tamper-evident seal on the finished file — they never need an account. See pricing.
This is a template, not legal advice
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.
What an investor NDA needs
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.
Common mistakes to avoid
- Sending investors a generic mutual or one-way NDA with a blanket non-compete-style use restriction — most investors’ counsel will redline it out or refuse to sign, which just delays diligence.
- Leaving out the portfolio-conflict carve-out and then being surprised when an investor asks for it as a condition of signing at all.
- Defining "confidential information" so broadly it covers public market commentary, or so narrowly it misses the cap table and financials that actually matter.
- Forgetting the exclusions clause, which can make an NDA unenforceable against information the investor already knew or learned independently.
- Skipping a proper signature step — an NDA emailed as a PDF with no signature is weak evidence of agreement if it’s ever challenged.
Turn this into a signed document
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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