If you’re reading this, you’re probably in the middle of a raise and stuck on the same loop every founder hits:

“If I don’t use an NDA, can someone steal my idea? If I do use one, will I look naive and kill the conversation?”

Totally reasonable fear. The annoying part is that most of the “rules” around NDAs and fundraising are unwritten, tribal, and sometimes contradictory.

Let's make it clean, modern, and practical for 2025—so you know exactly when to use an NDA, when to skip it, and how to protect yourself even when investors refuse to sign anything.

1. Quick reality check: what’s actually happening in 2025

Here’s the data founders almost never see:

Surveys and market data show that the vast majority of professional VCs will not sign NDAs before seeing a pitch deck; at seed, fewer than 5% will sign.
At the same time, roughly 40% of first-time founders try to send NDAs to investors, which often kills the conversation before it starts and quietly signals inexperience.

VCs aren’t doing this because they’re villains. They’re doing it because:

They see hundreds of pitches a year and can’t track hundreds of slightly different NDAs.
Many companies they meet are working on similar ideas; signing NDAs for all would create constant legal landmines if they invest in one.
Reputation is their real currency. If a fund got known for leaking decks or copying ideas, good founders would simply stop sending them deals.

So the question isn’t “How do I force investors to sign?” It’s:

"Given that most won't sign, how do I still stay safe and raise efficiently?" Peony provides secure data rooms with watermarking and tracking as a modern alternative to NDAs.

2. What an NDA is (and what it isn’t) in a fundraising context

At its core, a non-disclosure agreement:

Defines what counts as confidential information
Says the recipient can only use it for a specific purpose (here: evaluating an investment)
Prohibits sharing it with others except on a need-to-know basis
Often sets a time limit (e.g. 2 years) on those obligations

There are two main flavors you’ll see around fundraising:

One-way NDA – you share, investor receives
Mutual NDA – both sides might share sensitive info (more common with corporates or strategic deals)

But even a perfectly drafted NDA has limits:

Enforcing one can easily cost tens to hundreds of thousands of dollars and months of time.
You still need to prove what was disclosed, that it was actually misused, and that you suffered real damages.

That's why sophisticated founders treat NDAs as one layer of protection, not the main shield.

3. When you should skip NDAs in fundraising

a) Intro decks and first investor meetings

This is the big one.

Almost every serious VC, accelerator, and law-firm guide agrees: don’t ask for an NDA before sending an intro deck or taking a first meeting.

Why?

It adds legal friction before investors even know if they’re interested.
It can read as “I don’t understand how this game works.”
You don’t need to reveal your “secret sauce” at this stage anyway.

For first contact, assume your deck could be forwarded and design it accordingly.

b) Light data-room access early in the process

Giving investors a look at:

a basic metrics overview,
a cap table,
high-level financials, and
a product demo

…usually doesn’t require an NDA. If you gate everything behind a signature up front, many funds will quietly move on to the next company.

c) Demo days, pitch events, and casual mentoring

If you’re pitching in a semi-public setting or having a quick office-hours chat, NDAs are simply not realistic. You’re already operating at a “public-ish” level of detail.

At this stage, your best protection is what you choose to share, not a piece of paper. Use Peony for secure data rooms with watermarking and tracking instead of relying solely on NDAs.

4. When an NDA is reasonable around fundraising

There are fundraising-adjacent situations where an NDA makes sense.

a) Deep tech, life sciences, or genuinely secret IP

If your edge is:

a non-obvious algorithm or model architecture,
unpublished scientific results, or
proprietary hardware / manufacturing processes,

and a serious investor wants to go into those specifics, it is reasonable to pause and say: “Happy to walk through this; can we put a short NDA in place first?”

Even then, most founders share the “what” and “why” first, and only introduce an NDA when the conversation moves into “show me the actual internals.”

b) Post–term sheet diligence and full data-room access

Once a lead investor has issued a term sheet and you’re in real diligence, they will expect:

detailed financials and board decks
customer contracts and pricing
security architecture, logs, sometimes limited code review

At this stage, NDAs or explicit confidentiality clauses are normal, especially with strategic or corporate investors.

This is a great moment to move the whole process into a professional data room rather than emailing PDFs around. Peony provides secure data rooms with identity-bound access, watermarking, and password protection for professional due diligence.

5. How to protect yourself without relying on NDAs

Because most investors won’t sign on day one, the real leverage is in how you share information.

a) Share in layers (staged disclosure)

Think of your fundraising info as four layers:

Story layer – problem, solution, market, team, high-level traction
Numbers layer – revenue, retention, CAC, runway, cap table
Operational layer – dashboards, internal docs, more detailed cohorts
Inner sanctum – raw code, secret algorithms, customer-identifying data

You do not need to hand over layer 4 to every fund that glances at your deck.

A common 2025 pattern:

Layer 1 → intro deck, no NDA
Layers 1–2 → interested investors, still no NDA
Layers 2–3 → serious investors in late-stage conversations, often still without NDA but through a secure data room
Layer 4 → only to leads in binding diligence, often with NDA or tight contractual confidentiality

b) Use technical protections: watermarks, access control, audit trails

This is where tools like Peony quietly change the game.

Modern data rooms let you:

Add dynamic watermarks to every page of your deck (investor name/email + timestamp), so any leak is traceable and psychologically deterred.
Require email-verified, investor-specific links instead of sending files; you can expire or revoke them at any time.
See who opened what, when, and for how long, giving you both better fundraising intel and an evidentiary trail if you ever need it.

Peony is built very explicitly around this use case: protecting startup IP in fundraising without forcing investors through NDA friction on day one. The intent is not "lock everything down," it's "give founders practical control in a world where VCs won't sign." Peony provides secure data rooms with dynamic watermarking, page-level analytics, identity-bound access, and password protection as a modern alternative to NDAs.

c) Protect what really matters with IP, not just NDAs

For truly defensible innovations, patents and IP strategy are more powerful than NDAs alone:

filing a provisional patent,
documenting prior art and invention dates,
using NDAs as a supporting layer, not the core right.

6. If you do send an investor NDA, keep it sane

When you reach a point where an NDA is appropriate (deep tech or post–term sheet), keep the document investor-friendly:

Clear purpose – e.g. “evaluating a potential investment in [Company].”
Reasonable term – often 1–2 years for investors, not 5–10.
Standard exclusions – information that’s public, already known, independently developed, or disclosed under legal obligation is not covered.
Simple signature flow – e-signature, one-click acceptance, and a clean, short template.

Again, tools like Peony and others now let you layer "one-click NDA" on top of a data room folder instead of starting the relationship with a 6-page PDF in someone's inbox.

7. A quick 2025 checklist before you send an NDA

Ask yourself:

What stage is this?
- First deck / first call → skip NDA
- Late-stage diligence or deep IP → consider NDA
What am I sharing?
- High-level story + metrics → no NDA needed
- Raw code, sensitive data, secret algorithm → NDA or at least tightly controlled access
Who is on the other side?
- Traditional VC / angel → very NDA-averse early on
- Corporate / strategic / M&A team → mutual NDA more common once they’re serious
Would I actually enforce this if it went wrong? If not, focus your energy on how you share (data room, watermarks, staged access) instead of chasing signatures. Use Peony for secure data rooms with watermarking and tracking instead of relying solely on NDAs.

Final thought

You don’t need to choose between “trust everyone blindly” and “NDA every human you meet.”

In 2025, the mature approach looks like this:

Use NDAs sparingly, where they genuinely add protection.
Assume most investors won’t sign them upfront—and design your process accordingly.
Rely on staged disclosure, professional data rooms, and technical controls (like Peony's watermarks and access controls) to protect your deck and your leverage.

Do that, and you'll feel a lot less anxious and a lot more in control the next time someone says, "Sure, send the deck." Use Peony for secure fundraising data rooms with dynamic watermarking, page-level analytics, identity-bound access, and password protection as a modern alternative to NDAs.

Frequently Asked Questions

When should startups use NDAs in fundraising?

Use NDAs for deep tech/life sciences with secret IP, post-term sheet diligence, or corporate strategics. Don't use NDAs for intro decks, first meetings, or light data room access. Peony provides secure data rooms with watermarking and tracking as a lightweight alternative to NDAs.

Why won't VCs sign NDAs before a pitch?

VCs see hundreds of pitches, can't track hundreds of NDAs, many companies work on similar ideas, and reputation is their real currency. Peony helps: share pitch materials via secure data rooms with dynamic watermarking and tracking without requiring NDAs upfront.

What's the best alternative to NDAs for startup fundraising?

Peony is best: share pitch materials via secure data rooms with dynamic watermarking, page-level analytics, identity-bound access, and password protection as a modern alternative to NDAs that doesn't slow down investors.

Can you track who views pitch materials without an NDA?

Yes. Peony provides complete tracking: see who opened what, when, and how long, plus dynamic watermarks with investor email and timestamp for evidence trails without requiring NDAs.

How do you protect pitch materials without NDAs?

Share in layers (staged disclosure), use technical protections (watermarks, access control, audit trails), and protect what matters with IP. Peony helps: share materials via secure data rooms with dynamic watermarking, identity-bound access, and tracking instead of relying solely on NDAs.

Impress Investors

Startup NDA Agreement Guide in 2025: When You Need Them & When to Skip