NDA Gates: Signed Before Access

NDA gates require a viewer to electronically sign a non-disclosure agreement before they can access any file in a data room. Peony captures the signature, timestamp, IP address, and a full audit trail. The signed NDA is stored in the Agreements tab.

Use Peony's built-in template or upload your own attorney-drafted NDA. Every signature is legally binding under the US ESIGN Act and EU eIDAS — but for high-stakes deals, have counsel review the flow before you rely on it.

When to Use an NDA Gate

Use an NDA gate when the cost of a leak is higher than the friction of asking a viewer to sign:

Fundraising. Pitch decks, financial models, or cap tables with investors you don't have a pre-existing relationship with.
M&A diligence. Sell-side advisors gate the full data room so every prospective buyer is on record before seeing customer lists, employee data, or pricing.
Licensing and IP. Technology licensing, patent portfolios, exclusive distribution discussions.
Any external share where IP or financials matter. Board packets, consultant engagements, supplier cost data.

If the file is already public (one-pager, published white paper, marketing deck), an NDA gate adds friction without protection.

How to Enable an NDA Gate

Open your data room's link settings and find the Require NDA dropdown. Three options:

No — no NDA required (default).
Upload file — one-click, view-based NDA. Upload a PDF of your NDA. The viewer must read and acknowledge it before accessing the room. Peony records email, timestamp, and IP. No signature required — fast and simple.
Select template — templated NDA with e-signature. Pick from a saved template with signature fields. The viewer must read the full NDA and sign with a drawn or typed signature. Peony generates a verification hash, stores the signed PDF in the Agreements tab, and emails the signer a copy. Use this for anything that might end up in front of a lawyer.

Both options block access until the viewer completes the NDA step. Share the link normally — viewers see the NDA prompt before any file loads.

Creating a Signature Template

To use the "Select template" flow, create a template first:

From the dashboard, open the data room, then open Quickstart and choose Send document for signature.
Upload your NDA (PDF or DOCX). If you don't have one, start from Peony's default mutual NDA.
Place signature fields. Drag the signature and date fields onto the signature block, then save.
The template is now available in the Require NDA dropdown for any link.

Viewer Experience

What the viewer sees depends on whether you chose the template or checkbox flow.

Template NDA (e-signature). The viewer lands on a branded page showing "Please sign the NDA" with a button labeled "Read and sign non-disclosure agreement." They click to read the full NDA, sign, and then click Continue to enter the data room. A "Document integrity verified by Peony" badge appears at the bottom.

Checkbox NDA. The viewer arrives at a branded landing page with the NDA text displayed in full. They tick the acknowledgment box and proceed. No signature capture — just email, timestamp, and IP.

Signing the NDA. For the template flow, the viewer scrolls through the document, then signs with a drawn or typed signature. Peony captures signature image, timestamp, and IP.

Access granted. The moment the viewer completes the NDA step, the data room loads with watermarks and any other security layers already active.

The flow adds roughly 30-60 seconds to the viewer's first visit. Subsequent visits on the same link don't require re-signing.

Where Signed NDAs Are Stored

Signed NDAs live in the Agreements tab of the data room. Every signed copy lands there automatically.

The Agreements tab shows:

Signer email
Timestamp (with timezone)
IP address at signing
Link to download the signed PDF (e-signature flow)
Status (Signed, Pending, Expired)

The list is searchable by email, filterable by date, and exportable as CSV for audit or legal purposes.

To bulk-delete old agreements after a deal closes, contact Peony support via the Crisp widget.

NDA + Other Access Controls (Layered Security)

On its own, an NDA gate is a legal deterrent — a signed agreement that gives you recourse if something leaks. It does not prevent screenshots, downloads (if enabled), or phone photos.

Layer it with other controls:

NDA gate — legal deterrent, signed agreement, audit trail
Dynamic watermark — identity on every page (email, timestamp, IP)
Screenshot protection — blocks capture on desktop browsers (Chrome, Edge, Firefox, Safari on macOS/Windows). Enable Screenshield (Business / Enterprise) for mobile blocking on iOS, iPadOS, and Android.
Email verification — confirms the viewer is the intended recipient
Link expiry — time-limits access
Downloads disabled — prevents local copies

Recommended combinations:

Fundraising — NDA + watermark + email verification. The right trade-off between protection and friction; heavier stacks will cool off investor interest.
M&A diligence — NDA + watermark + screenshot protection + email verification + downloads disabled. Stack all five.
Licensing/IP — NDA with full e-signature + watermark + screenshot protection + link expiry (30-90 days).

For hard protection against extraction, combine disabled downloads + screenshot protection + NDA gate.

Common Questions

Can I use my own NDA template? Yes. Upload a PDF or DOCX in the Quickstart flow, place signature fields, save as a template, and attach to any link.

What if a viewer declines? No access. The attempt logs as "Pending" in the Agreements tab.

Can one signed NDA apply to multiple rooms? By default, NDA acceptance is scoped to the specific link. For workspace-level inheritance, contact support about enterprise configuration.

Is the e-signature legally binding? Yes — compliant with US ESIGN Act and EU eIDAS for standard e-signatures. Signature image, timestamp, IP, and verification hash meet the evidentiary bar under both frameworks. For high-stakes deals (company sale, major licensing), have counsel review.

Can I see who signed but never opened any files? Yes. Cross-reference the Agreements tab (who signed) with the Analytics tab (who opened files). Useful for spotting investors who collect decks but don't engage.

Can I send the same NDA to 100 people? Yes. Set an NDA template on the link, then share with as many recipients as needed. Each signed copy lands in Agreements separately. No cap.

Does the signed NDA come back to me or only to the counterparty? Both. You get it in the Agreements tab plus an email notification. The counterparty gets their own emailed copy.

Can I add initials fields? Not currently. Full signatures only. Initials are on the roadmap. For most NDAs, a full signature at the end is legally sufficient.

My NDA has a verification code that overlaps the signature area — can that be moved? The hash is what makes the signature legally binding and can't be removed. For non-standard signature block positions, contact support and they can reposition the signature field to avoid the overlap.

Common Mistakes

Uploading an unsigned NDA template and expecting Peony to fill it in. You need to place signature fields manually before the template is ready.
Forgetting to toggle the NDA at the link level. NDA gates are per-link. Creating a template doesn't gate anything automatically — turn the toggle on in Link Settings.
Assuming NDA gates block downloads. They don't. An NDA gate only prevents access before signing. Pair with downloads disabled, watermarks, and screenshot protection.
Using one link for multiple investors. You lose per-viewer analytics and can't revoke one investor without touching the rest. Use one link per investor or group.
Relying on the NDA alone for high-stakes data. An NDA is a legal deterrent, not a technical control. Pair with watermarks and screenshot protection.
Testing from your own admin email. Peony may skip the NDA step for admin views. Test with a second email address.

Dynamic Watermarks — identity attribution on every page
Screenshot Protection — block capture on desktop browsers
Access Control Layers — overview of how Peony's security stack fits together
Share a Data Room Link — link-level settings where NDA gates are toggled on
Agreements Tab — where signed NDAs are stored
E-Signature Templates — build and reuse signature templates across multiple NDAs