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NDA-gating

No NDA, no access — every counterparty signs before any folder, file, or data room loads.

Last updated May 2026

Gate your data room behind a non-disclosure agreement. Common in M&A deals, investor fundraising, and high-stakes counterparty proposals. Peony presents your NDA to every viewer and requires acceptance before they see a single page — with a full, defensible audit trail.

Quick answer

  • What it does: Requires every viewer to click-accept your NDA before any folder, file, or data room is visible. No acceptance, no access.
  • Who uses it: M&A advisors gating CIMs and management presentations, PE funds gating LP fundraise materials, founders gating pitch decks for Series A and later rounds, and law firms managing carve-outs and continuation vehicles.
  • Audit trail: Every acceptance is logged with the signer's email, IP address, timestamp, and exact NDA version — defensible under the ESIGN Act and eIDAS regulation.
  • Basic vs. Advanced: Basic NDA gate enforces click-to-accept before access. Advanced NDA additionally lets both parties (sender and signer) view and download a copy of the signed NDA after acceptance. Both modes are included on Business — switch per data room.
  • Pricing: Included on Peony Business at $40/admin/month. DocSend offers no NDA gating at any tier; Firmex and Ideals reserve comparable audit detail for enterprise contracts.

How does Peony NDA gating compare to DocSend, Firmex, and Ideals?

Peony Business is the only mid-market data room that ships click-to-accept NDA gating, custom NDA upload, a full audit trail, and signed-copy retrieval at a flat $40/admin/month. DocSend has no NDA gating at any tier; Firmex and Ideals reserve comparable functionality for enterprise contracts.

NDA gating capability and price by data room provider
CapabilityPeony BusinessDocSendFirmexIdeals
Click-to-accept NDA gateYes — includedNot availableEnterprise tier onlyEnterprise tier only
Custom NDA uploadYes — any counsel-drafted templateNot availableEnterprise tier onlyEnterprise tier only
Audit trail (email / IP / timestamp / version)Yes — full log per acceptanceNo NDA audit trailEnterprise tier onlyEnterprise tier only
Signed-copy retrieval (both parties)Yes — Advanced NDA mode, includedNot availableEnterprise tier onlyEnterprise tier only
Price for NDA gating$40/admin/monthNot offered ($300/user/mo on Advanced)Enterprise contractEnterprise contract

When should you gate a data room behind an NDA?

Gate behind an NDA whenever leaked materials would create legal, competitive, or fiduciary exposure — standard for M&A CIMs, LP fundraises, and Series A+ pitch decks.

Click-to-accept NDA gate

Upload your NDA and Peony presents it as the first screen every viewer sees. No acceptance, no access. Simple as that.

Legally enforceable audit trail

Every NDA acceptance is logged with the signer's email, IP address, timestamp, and document version. Fully defensible if disputes arise.

Per-link or room-wide

Require NDAs on individual links or across an entire data room. Different investors can sign different agreements — all managed from one dashboard.

Basic gate vs. Advanced NDA

Basic NDA gate enforces click-to-accept before access. Advanced NDA additionally lets both parties view and download a copy of the signed NDA after acceptance — switch the mode per data room from your Business dashboard.

"Peony is easily the best form factor for sharing client-facing material. It lets us stand out by embedding custom booking and website links into secure deck shares."
Y Combinator
RL

Robi Lin

Founder & CEO, Sepal AI (YC S24)

What is a click-through NDA, and how does NDA gating work?

A click-through NDA is a digital agreement where viewers accept terms before accessing your data room. Peony records email, IP, timestamp, and document version for each acceptance — defensible in court.

I'm running a sell-side process with 12 bidders on a $150M manufacturing deal — how do I gate my CIM behind an NDA so no one sees anything before signing?

On Peony Business ($40/admin/month), your team uploads your firm's NDA and it becomes the first screen every bidder sees. None of the 12 buyers can load a single CIM page until they click to accept. Each acceptance is logged with the signer's email, IP address, and timestamp, so your deal team has a defensible audit trail tied to every counterparty. DocSend has no NDA gating at any price point, and Firmex reserves it for enterprise contracts, so Peony is the most cost-effective way to enforce confidentiality across a competitive process of this size.

We're a PE fund setting up an LP data room for a $200M fundraise — can we require NDAs for new LPs but skip them for existing investors who already have a master confidentiality agreement?

Yes. On Business ($40/admin/month), your team can configure NDA requirements per link or per data room. Using personalised links, you require new prospective LPs and co-investors to accept your fund's NDA before viewing any materials, while existing LPs who are already under a master confidentiality agreement get direct access. This is especially useful during continuation-vehicle processes where 30 or more LPs need differentiated access levels within the same data room.

I'm a startup founder sharing my pitch deck with VCs for a $30M Series A — do I really need NDA gating, or is password protection enough?

If your pitch deck contains proprietary technology details, customer revenue figures, or cap table information you cannot afford to leak, NDA gating on Business ($40/admin/month) gives your team a legally enforceable record that each VC accepted confidentiality terms before viewing a single slide. Password protection alone (available on Pro at $20/admin/month) controls who gets in but creates no legal obligation. With NDA gating, if a VC forwards your deck or a screenshot surfaces, your counsel can point to the timestamped acceptance tied to that specific viewer. DocSend offers no NDA gating at any tier.

Our law firm is managing a $90M carve-out with 15 counterparties — can we upload our own NDA template and apply different agreements to different buyer groups?

Yes. On Business ($40/admin/month), your team uploads any custom NDA your counsel drafts, and Peony presents it exactly as written, including your governing-law provisions, carve-outs, and definition of confidential information. You can apply different NDAs to different buyer groups within the same data room, so strategic buyers might sign one agreement while financial sponsors sign another. Every acceptance is logged with the signer's email, IP, timestamp, and the specific NDA version, giving your litigation team a clean evidentiary record across all 15 counterparties.

I'm a boutique banker running a $75M mandate and my partners currently use DocSend — does Peony's NDA gating actually work differently?

DocSend has no NDA gating feature at any price point. Your team's only option on DocSend is password protection, which controls access but creates no legal obligation and no signed record. Peony Business ($40/admin/month) lets your team upload your firm's NDA, present it as a mandatory gate before any document loads, and log every acceptance with the signer's email, IP address, and timestamp. You also get dynamic watermarks, screenshot protection, and built-in e-signatures (available on Pro and above) for full digital signing, none of which DocSend offers. For a boutique bank running multiple mandates, the cost difference alone is significant: Peony Business is $40/admin/month versus DocSend Advanced at $300/user/month.

We're structuring a $250M PE continuation vehicle with 40 LPs who each need to elect roll, sell, or status quo — can I use NDA gating to ensure every LP signs the CV confidentiality agreement before accessing election documents?

Yes. On Business ($40/admin/month), your team uploads the CV-specific confidentiality agreement and gates the entire LP election data room behind it. Each of the 40 LPs must accept before viewing any election materials, financial projections, or secondary pricing information. Peony logs every acceptance with the LP's email, IP, and timestamp, which is critical for ILPA's parity-of-information standard. You can also layer NDA gating with personalised links so each LP sees only the documents relevant to their election option, and your team gets page-by-page analytics showing which LPs have reviewed which sections.

I'm an M&A advisor and we just added three new bidders mid-deal on a $100M process — can I require them to sign the NDA without disrupting the existing bidders who already signed?

Yes. On Business ($40/admin/month), your team creates new personalised links for the three incoming bidders, each gated behind the NDA. The new bidders see the NDA as their first screen and cannot access any deal documents until they accept. Your existing bidders who already signed are unaffected and continue accessing the data room through their original links. Peony's analytics dashboard shows your deal team exactly which of the new bidders have accepted, which opened the link but did not sign, and which have not opened the link at all, so you can follow up precisely.

I'm a compliance officer at a mid-market advisory firm handling a $175M deal — what audit trail does Peony's NDA gating produce, and will it satisfy our regulatory requirements?

On Business ($40/admin/month), Peony records every NDA acceptance with the signer's email address, IP address, exact timestamp, and the specific version of the NDA document they accepted. All data is protected with AES-256 encryption at rest and TLS 1.3 in transit on SOC 2-ready infrastructure. Peony is GDPR, CCPA, and HIPAA compliant. The click-to-accept record meets the standard for enforceable electronic agreements under the ESIGN Act and eIDAS regulation. Your compliance team can export the full audit trail at any time, showing who signed, when they signed, and which version they accepted. Firmex and Ideals charge enterprise-tier pricing for comparable audit detail, while DocSend provides no NDA audit trail at all.

Can both parties view and download the signed NDA on Peony, or only the sender?

Peony Business ($40/admin/month) ships two NDA modes: Basic and Advanced. In Basic NDA mode, every counterparty must click-accept the NDA before any folder, file, or data room loads, and the acceptance is logged with the signer's email, IP, timestamp, and NDA version — but neither side downloads a copy of the executed agreement; the audit-trail record is the legal artifact. In Advanced NDA mode, both the sender and the signer can additionally view and download a PDF of the signed NDA after acceptance, which is what most M&A advisors, PE funds, and law firms want for their evidentiary file and what their counterparties expect for their own records. Both modes are included on Business at no additional cost — your team toggles between Basic and Advanced per data room from the dashboard, depending on whether the counterparty needs a downloadable signed copy or whether the timestamped acceptance record is sufficient. DocSend has no NDA gating at any tier; Firmex and Ideals reserve comparable signed-copy retrieval for enterprise contracts.

We're a boutique advisory firm and want to roll out clickthrough NDA gating across every client diligence room we manage — can we use one firm-wide NDA template, or do we need a different NDA per client?

Both work on the same Peony Business subscription ($40/admin/month). Most boutique advisory firms standardize on one firm-wide NDA template — drafted by their counsel with governing-law, carve-outs, and definition of confidential information that fits the firm's typical mandate type — and apply it as the default clickthrough gate across every client diligence room. For specific clients who require a custom NDA (a strategic acquirer whose general counsel insists on their own template, a fund with a pre-existing master confidentiality agreement, or a matter with bespoke carve-outs), your team uploads that client's NDA to that specific room and Peony enforces it independently. Different clients can run completely different NDAs simultaneously — one room under New York governing law, another under Delaware, a third under English law. Every acceptance, across every client, every counterparty, every room, is logged with the signer's email, IP address, timestamp, and the exact NDA version they accepted. There are no per-room, per-NDA, or per-acceptance fees — your firm pays $40/admin/month regardless of whether you manage 3 active client rooms or 30, and regardless of whether you use one master template or thirty client-specific NDAs. Compare to Firmex and Ideals, where NDA management at this scale typically requires enterprise-tier contracts; DocSend offers no NDA gating at any tier.

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