Can an NDA be signed electronically?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA enactments; ensure intent, consent, attribution, and retention are documented.

How long is a reasonable confidentiality period?

Reasonableness depends on the information; 2–5 years is common for commercial info, while trade secrets may warrant survival clauses and longer protection in practice.

How should I define confidential information?

Be specific: list categories, provide examples, and exclude public or independently developed information to avoid overbreadth and improve enforceability.

Who must sign the NDA for it to be valid?

An authorized representative of each legal entity should sign; confirm corporate authority or written delegation to avoid later challenges to signature validity.

Is notarization required for an NDA?

Not typically. Notarization is not usually necessary for NDAs, though certain jurisdictions or transaction types may request notarized acknowledgment or RON for additional assurance.

Can an NDA be revoked after signing?

Revocation depends on contract terms and mutual consent; unilateral revocation may be restricted by the agreement and could create liability for breach.

Electronic Signature
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Non-Disclosure Agreement

Non-Disclosure Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

What a Non-Disclosure Agreement covers and why it matters

A Non-Disclosure Agreement (NDA) is a legally enforceable contract that creates a confidential relationship between parties who share sensitive information. NDAs define what information is confidential, limit permitted uses and disclosures, set the agreement term, and describe remedies for unauthorized use. NDAs may be unilateral or mutual, tailored by purpose (evaluation, employment, vendor work, M&A), and can be executed on paper or electronically when the parties meet signature and record-retention requirements under the ESIGN Act (15 U.S.C. ch. 96) and applicable state UETA laws.

Key reasons organizations use an NDA

NDAs protect trade secrets and proprietary data, clarify permitted disclosures, preserve legal remedies for misuse, and document parties' expectations. Properly drafted NDAs reduce commercial risk and provide a contractual basis for injunctive relief, damages, and confidentiality enforcement under state contract law and applicable federal standards.

Who commonly uses NDAs

NDAs are used across sizes and sectors whenever confidential information will be exchanged or evaluated.

Startups and investors exchanging pitch decks, product roadmaps, or financials during diligence and fundraising.
Employers and contractors protecting trade secrets, proprietary code, client lists, or internal processes during engagement.
Vendors, consultants, and potential acquisition counterparties sharing technical designs or business terms under limited-use conditions.

Use the appropriate NDA type (unilateral or mutual) and tailor scope, duration, and exceptions to the transaction.

Typical signatory roles and authority

CEO / Founder

A CEO or founder signs for a small company when they have corporate authority; confirm entity formation and any board approvals required before execution to avoid later challenges to authority.

General Counsel

General counsels or authorized officers typically sign for mid-size and enterprise organizations; they verify governing law, indemnity, and export controls, and ensure the NDA aligns with corporate policies.

Core provisions to include in a professional NDA

A professional NDA uses clear, limited language and balanced obligations so it is enforceable and practical for daily operations.

Definition

A precise definition of Confidential Information that lists categories and excludes public, independently developed, or previously known information to avoid overbroad interpretation.

Purpose

A narrow permitted-use clause stating why information is shared (e.g., evaluation, performance of services), limiting use to that purpose only to reduce enforcement risk.

Term

A defined confidentiality period and any survival clauses for trade secrets or IP; terms should match industry norms to remain reasonable in court.

Permitted Disclosures

Exceptions for disclosures required by law, affiliates, or advisors, with notice and protective step requirements to preserve confidentiality.

Remedies

Injunctive relief, liquidated damages (if reasonable), and recoverable enforcement costs; state law governs availability of equitable remedies.

Governing Law

A clear choice-of-law provision and dispute-resolution process (court or arbitration) to reduce uncertainty and forum-shopping.

Essential fields the NDA must contain

Party Names: Full legal names

Effective Date: MM/DD/YYYY

Confidential Info: Defined categories

Duration: Term in years

Use Limitation: Permitted purpose

Signatures: Signed and dated

Step-by-step: complete and execute an NDA

Follow these steps to prepare a clear, enforceable NDA regardless of whether you sign electronically or on paper.

01

Gather details: Collect full legal names and contact information for all parties.
02

Define scope: Specify what is confidential and the permitted use.
03

Set terms: Choose duration, notice periods, and governing law.
04

Execute: Sign, date, and retain executed copies for records.

Common settings for completing an NDA online

When preparing an NDA for electronic execution, configure authentication and retention before sending.

Field	Configuration
Signature Type	ESIGN-compliant electronic signature
Authentication Method	Email link, SMS code, or stronger KBA
Signing Order	Sequential or parallel as needed
Document Retention	Retain PDF with audit trail

Where to send and how to route a completed NDA

Routing depends on party roles and whether countersignatures or witnesses are required.

Upload document: Place the finalized NDA in the signing platform.
Assign fields: Add signature, date, and initial fields for each signer.
Send to parties: Email or share secure signing link to recipients.
Archive executed copy: Store signed PDF and audit trail in records.

Technical considerations for eSigning an NDA

Confirm platform security, permitted authentication level, and file-format support before sending a document for signature.

Integrations: Salesforce, NetSuite, Google Workspace
File formats: PDF, DOCX, HTML supported
Authentication: Email, SMS, or advanced options

Ensure the chosen provider supports ESIGN/UETA compliance, audit trails, and secure archival. For regulated data, confirm HIPAA or other required certifications before transmitting protected information.

Typical timing elements and notice periods in NDAs

NDAs include effective dates, duration, and specific notice periods for required disclosures or breach reporting.

Effective Date:

Date when obligations begin (MM/DD/YYYY).

Confidentiality Term:

Commonly 2–5 years; trade secrets may survive longer.

Return/Destruction:

Often 30–90 days after termination for material return.

Breach Notice:

Typical notice windows are 30 days for cure or mitigation.

Record Retention:

Retain executed copy for statutory retention period.

Common drafting and execution errors to avoid

Overbroad definitions that try to capture all information, which courts may void for vagueness or unenforceability.
Unreasonable duration or perpetual terms that a court could find unfair and limit remedies.
Signatory authority not verified, leaving the agreement voidable if the signer lacked corporate power.
Failing to document permitted disclosures (advisors, affiliates) and required protective measures for each disclosure.

Consequences of an incorrect or unenforceable NDA

Civil Liability: Monetary damages possible

Injunctive Relief: Court-ordered stop use

Contract Voidance: Entire clause may be unenforceable

IP Loss Risk: Potential loss of trade secret protection

Reputational Harm: Damage to business relationships

Regulatory Risk: Special rules for HIPAA data

Practical examples of NDAs in use

Real-world examples show why clear drafting and execution practices matter.

Optica Ventures LLC

A venture firm used an NDA during investor diligence to protect portfolio data

Executed with electronic signatures to speed onboarding
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers," said Brian Fitzgibbons, COO, describing efficient secure handling of confidentiality.

Xerox (NetSuite Ops)

A large enterprise used NDAs for vendor integrations protecting IP and configurations

Countersigned by vendor and procurement teams in sequence
"Provides us with the flexibility needed to get the right signatures on the right documents, in the right formats," said Kodi-Marie Evans, Director of NetSuite Operations.

Comparing eSignature pricing and core capabilities (vendors shown)

Price and basic capability vary across providers; signNow is listed first for comparison. Confirm plan details with each vendor before purchasing.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7-day trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Common questions about NDAs, signatures, and enforceability

Answers to frequently asked questions about electronic execution, scope, signing authority, and post-execution issues.

Need help? Contact support

Can an NDA be signed electronically?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA enactments; ensure intent, consent, attribution, and retention are documented.
How long is a reasonable confidentiality period?
Reasonableness depends on the information; 2–5 years is common for commercial info, while trade secrets may warrant survival clauses and longer protection in practice.
How should I define confidential information?
Be specific: list categories, provide examples, and exclude public or independently developed information to avoid overbreadth and improve enforceability.
Who must sign the NDA for it to be valid?
An authorized representative of each legal entity should sign; confirm corporate authority or written delegation to avoid later challenges to signature validity.
Is notarization required for an NDA?
Not typically. Notarization is not usually necessary for NDAs, though certain jurisdictions or transaction types may request notarized acknowledgment or RON for additional assurance.
Can an NDA be revoked after signing?
Revocation depends on contract terms and mutual consent; unilateral revocation may be restricted by the agreement and could create liability for breach.

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