NDA Gates: Signed Before Access

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 Signatures view in the left navigation of your home screen.

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 Permissions tab, pick the group you want to gate, and find One-click NDA in the Security control row — it sits alongside password protection, expiry, and dynamic watermarks, and ships Off.

Because the gate is set per group, strategics, lenders, and sponsors can each be handed a different agreement out of the same room.

Clicking the tile opens the Require NDA dialog. It's a dropdown with three modes. Setting an NDA requires a Business plan or above; the Advanced (e-signature) mode requires the Data Room plan or above.

• No — no NDA required (default).
• Standard — upload-and-acknowledge NDA. After you pick Standard, two buttons appear: Upload file (upload your own NDA as a PDF or DOCX) and Use sample NDA (start from Peony's default mutual NDA). Recipients read and agree before viewing the data room. Peony records email, timestamp, and IP. No signature capture — simple and fast.
• Advanced — e-signature NDA. After you pick Advanced, a Select template button appears. Choose 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 Signatures view, and emails both you and the signer a copy. Use this for anything that might end up in front of a lawyer.

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

Standard vs. Advanced in one line: Standard is acknowledge-only (a click, no fields to fill, no downloadable signed PDF). Advanced captures a real signature and sends a downloadable, audit-logged copy to both parties. If you only received a link with no attachment, you're on Standard — switch to Advanced so both sides get a signed copy.

Creating a Signature Template

To use the Advanced flow, build the e-signature template first. This works best on desktop:

1. From the Home screen, click Create new (top left) and upload your NDA for e-signature (PDF or DOCX). If you don't have one, start from Peony's default mutual NDA.
2. Add one recipient as the only signer. The template only shows up in the One-click NDA dropdown if it's configured for a single signer.
3. Drag the signature and date fields onto the signature block, and assign every field to that one recipient. A field left unassigned — or assigned to a different recipient — will hide the template from the dropdown.
4. Click Create template (top right).
5. The template now appears under Advanced → Select template for any link. (For a DOCX, the placeholder emails you add to the roles are removed automatically once the template is created.)

Steps 2 and 3 are where most of the work is. The rest of this section covers them in detail.

Three Ways to Make the Document Fillable

Which one you use depends on what you uploaded. All three produce the same result: a document with named input fields on it.

Drag fields onto a PDF. A PDF is a flat page, so nothing in it can be detected automatically — you place the fields yourself. The Signer panel on the right holds Text, Signature, and Initial blocks. Drag one onto the spot the counterparty has to fill and it lands there as a colored box. Use the picker at the top of that panel to choose who the fields belong to, then repeat down the document.

Type a slash to insert a field inline. Inside a document you don't have to drag anything. Put the cursor where the blank belongs and type /. A menu opens with Text, Date, Signature, Initial, and Table. Pick one and the field is inserted at the cursor, flowing with the paragraph around it. This is the fastest way to add a field you missed.

Upload a DOCX and let Peony find the blanks. Start from the Word file you already use and mark the blanks the way you normally would — bracketed placeholders, highlighted so they're easy to spot. Nothing about the file has to change for Peony: no merge codes, no special syntax, no mapping sheet to maintain alongside it.

Upload the DOCX and Peony reads those placeholders and turns each one into a named input field, ready to configure. You get the whole document mapped in one pass instead of placing fields by hand — then fix up anything it read differently from what you intended.

Configuring Each Field

Click any field and its settings open. Five settings decide how it behaves for whoever has to complete it:

• Label — the placeholder the signer reads while the box is still empty. Write it as an instruction: Full legal name, not Field 1.
• Assignee — who has to fill this one in. The field then takes on that party's color, so responsibility is visible at a glance.
• Type — the input format: Text, Date, or Signature. A signature field draws a signing block rather than a plain text box.
• Set value — pre-fills the field with a fixed value. Use it for anything you already know, such as your own entity name or the date.
• Is required — whether the agreement can be submitted with this field left blank. Leave it on for anything the signed PDF has to carry.

Set value is worth reaching for early. Pre-fill everything you already know and the counterparty is left with only their own details to complete.

Assigning Fields to a Party

Open the party menu from the avatar in the top right and pick the party you're filling in for. Each party carries its own color, and every field assigned to them is drawn in it — the pink boxes running down this NDA all belong to the recipient.

This is the single most common reason a finished template doesn't show up under Advanced → Select template: a field left unassigned, or assigned to a second party. Check the colors before you save.

Editing the Wording

Select any run of text and a toolbar appears above it. Most of it is ordinary formatting — bold, italic, strikethrough, H1/H2, bulleted and numbered lists, links, and alignment. Two buttons do more than formatting:

• Input — converts the selected words straight into a fillable field. This is how a clause you just typed becomes something the counterparty completes.
• AI Edit — hands the selection to AI and rewrites it in place, for tightening a clause without reopening the source file.

Saving the Template

When every field is placed and assigned, click Continue to NDA settings in the top right. The agreement is saved as a reusable template, so the next room you gate can pick it from Select template instead of being built again.

Renaming a template later updates the name shown on every link that uses it — link settings always display the template's current name, not the name it had when you attached it. File-upload (Standard) NDAs keep the name they were uploaded with.

Viewer Experience

What the viewer sees depends on whether you chose Advanced (e-signature) or Standard (acknowledge).

Advanced 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.

Standard NDA (acknowledge). 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 Advanced 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 Signatures view — in the left navigation of your home screen, not inside the data room itself. Every signed copy lands there automatically.

The Signatures view shows:

• Signer email
• Timestamp (with timezone)
• IP address at signing
• Link to download the signed PDF (Advanced / e-signature flow)
• Status — Draft, In progress (sent but not yet signed), or Signed

Search, date filtering, CSV export, and bulk "download all" for the Signatures view are on the roadmap. For now, you can browse the list and download individual signed PDFs. To see which room a signed NDA belongs to, open that room's Analytics tab. For audit or legal exports today, contact support via the Crisp widget.

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 (Data Room plan and above) 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. For Standard, choose Upload file and drop in a PDF or DOCX. For Advanced (e-signature), build a template first: Home → Create new, upload your NDA, add one recipient, drag and assign the signature fields, then Create template. Your template appears under Advanced → Select template.

How do I turn off the NDA on an existing room? Open the room's Permissions tab, find the group, and open its settings. Set One-click NDA back to No and save. The NDA requirement is per group, so turning it off on one group doesn't affect the others.

I only see 3 templates (or none) in the Advanced dropdown — is there a limit? No. There's no count limit. The Advanced picker only shows templates configured for a single signer: one recipient, at least one signature field, and every field assigned to that one recipient. Multi-signer templates, or a template with a field assigned to a different recipient, are hidden here but still work for regular e-signature requests. For a DOCX, confirm every field is the same color / same recipient. Peony can't view your account for privacy reasons — if a template is still missing, send support screenshots of the field assignments.

How do I delete a template I no longer want? Open the Templates tab, right-click the template, and choose remove.

What if a viewer declines? No access. Because they never sign, no signed version is created — nothing shows as Signed in the Signatures view. An in-flight attempt appears as In progress until it's completed.

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 Signatures view (who signed) with the room's 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 — on the Advanced (e-signature) flow. You get it in the Signatures view plus an email notification, and the counterparty gets their own emailed copy with the audit log. On Standard (acknowledge-only), there's no signed PDF to send. If you expected a downloadable copy and didn't get one, switch the gate to Advanced.

Can I add extra fields like an address or a date? Yes. Drag the Text field into the spot you want and assign it to the recipient. (Regional date-format handling isn't differentiated yet.)

Can I collect initials as well as a full signature? Yes, on a Business plan or above. Add initial fields in the template editor and assign them to the signer. On the Free plan, initials aren't available.

Where do I go to send an e-signature outside of an NDA gate? From the Home screen, click Create new. The Free plan allows up to 3 sent agreements per month; the Business plan and above give unlimited e-signatures plus initials collection. See E-Signatures for the full agreements workflow.

"Failed to sign NDA. Unexpected error" when I test it — what's wrong? This is a known glitch, usually tied to the document viewer, and it can appear the first time you disable an NDA on a free-tier room. It is not a paid gate. If you hit it, contact support via the Crisp widget. See Upload Issues for related viewer-provider errors.

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 and assign signature fields manually before the template is ready.
• Building a multi-signer template and wondering why it's missing from the Advanced dropdown. The dropdown only shows single-signer templates with every field assigned to that one recipient.
• Forgetting to turn on the NDA on the group. NDA gates are per group. Creating a template doesn't gate anything automatically — set One-click NDA to Standard or Advanced in the group's 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.

Related Features

• 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 and group settings where NDA gates are turned on
• E-Signatures — build and reuse signature templates and send documents for signature