Send a link that requires a signed NDA before the document opens.
Attach your NDA to a link and the document stays sealed until the recipient agrees. They verify their email, then either acknowledge-to-accept (Simple NDA) or sign a countersigned PDF (Advanced NDA) — and only then does the file or folder open. You keep the signed agreement, the signer's email, IP, timestamp, and NDA version, plus a per-page access log tied to that identity. Simple NDA gating on Peony Business ($30/admin/month); Advanced NDA with a countersigned signed PDF, dynamic watermarks, and full audit trail on Peony Data Room ($52/admin/month). Trusted by 6,800+ customers.
What is an NDA-gated link?
An NDA-gated link is a shareable link that presents a non-disclosure agreement as the first screen and only opens the underlying document or folder after the recipient accepts it. The point is that the confidential material never loads for anyone who hasn't agreed to keep it confidential — no NDA, no access — and that you come away with a retained, identity-bound record that a specific person accepted specific terms at a specific moment, before they saw a single page.
Peony ships this in two modes. In Simple NDA mode (Peony Business, $30/admin/month), the recipient verifies their email and clicks to accept your NDA — acknowledge-to-accept — before the document opens. The acceptance gates access; neither side downloads a copy of an executed agreement. In Advanced NDA mode (Peony Data Room, $52/admin/month), the recipient signs, the NDA is countersigned into a signed PDF that both the sender and the signer can download, and each acceptance is logged with the signer's email, IP address, timestamp, and the exact NDA version. Advanced NDA is where the enforcement-grade evidence lives, and it comes with dynamic watermarks stamping the recipient's identity onto every page and a per-page access log tied to that identity.
The whole workflow is: attach your NDA (or use the room NDA) to a document or folder, the recipient verifies their email, they acknowledge (Simple) or sign the countersigned PDF (Advanced), the document opens, and you keep the signed agreement plus the identity, timestamp, and per-page access log. Because access is identity-bound, you can run different NDAs for different buyer groups in one room, layer a second, stricter agreement on a single folder, verify email before the gate, revoke instantly, set expiry, and export the full audit log. Peony serves 6,800+ customers across M&A advisory, fundraising, commercial real estate, and IP-heavy diligence.
How do I send a link that requires an NDA before the document opens?
- 1. Pick the document or folder. Choose the single file, the deep-tier folder, or the whole data room you want to gate.
- 2. Attach your NDA. Upload your counsel-drafted agreement — or use the room NDA — so it becomes the first screen on the link. Different buyer groups can carry different NDAs.
- 3. The recipient verifies their email. Identity is captured before the gate, so the signature on the record is the identity that actually opened the link.
- 4. They acknowledge (Simple) or sign (Advanced). Acknowledge-to-accept on Business ($30/admin/month); on Data Room ($52/admin/month) the NDA is countersigned into a signed PDF both parties can download.
- 5. The document opens. Only now does the file or folder load — watermarked with the viewer's identity on Data Room.
- 6. You keep the record. The signed agreement, signer email, IP, timestamp, and NDA version, plus a per-page access log — exportable, instantly revocable, and expirable.
What can an NDA-gated link on Peony do?
Simple NDA — acknowledge-to-accept gate
The recipient clicks to accept your NDA before the document opens. Included on Peony Business ($30/admin/month) — the lightweight gate for proposals and top-of-funnel teasers.
Advanced NDA — countersigned signed-PDF gate
Each acceptance is countersigned into a signed PDF both parties can download. On Peony Data Room ($52/admin/month) — the enforcement-grade gate for M&A, IP, and off-market deals.
Retained evidence record
Every Advanced acceptance retains the signed PDF plus the signer's email, IP address, timestamp, and the exact NDA version — exportable for your evidentiary file at any time.
Per-room NDA mode
Switch between Simple and Advanced NDA per data room from your dashboard, depending on whether the counterparty needs a downloadable signed copy or an acknowledge-to-accept gate is enough.
Different NDAs per buyer group
Assign a different NDA to each buyer group in the same room — strategics sign one agreement, financial sponsors another — each as the first screen before any document loads.
Folder-level second agreement
Gate a crown-jewel folder with a stricter agreement on top of the room NDA — the trade-secret annex / clean-team pattern, composed from a private-workspace link carrying its own NDA.
Email verification before the gate
The recipient verifies their email before they even reach the NDA, so the identity captured on the signed record is the identity that actually opened the link.
Instant revoke
Cut off any link the moment a party drops out or a conversation goes cold — access stops immediately, even for a recipient who already accepted.
Expiry
Set links to expire automatically so access to gated documents lapses on a schedule instead of living forever in someone's inbox.
Audit log export
Export the full acceptance and access trail — who signed, when, which version, and which pages they opened — for compliance, litigation defense, or the deal file.
Who uses NDA-gated links?
Sell-side M&A advisors
Gate the CIM behind a click-through NDA so no bidder sees a page before signing — countersigned PDF and audit trail per counterparty.
Founders sharing the deep tier
Never gate the deck for VCs — gate the data-room deep tier (contracts, models, IP) after real interest, with an NDA before it opens.
CRE brokers — off-market listings
CA-before-OM: prospects sign the confidentiality agreement before the offering memorandum, rent roll, or address ever load.
IP & trade-secret holders
A second, stricter agreement on the crown-jewel folder — the record that a named person accepted extra restrictions before seeing it.
Pharma & wholesale price lists
Require a confidentiality agreement before a confidential price list or contract-pricing schedule opens, with the recipient's identity on every page.
Agencies & consultants
Send a proposal a prospect must accept an NDA to open — the lightweight Simple NDA gate on Business, with screenshot protection.
When should you NOT gate a link behind an NDA?
Don't NDA-gate a pitch deck for VCs. Fewer than 5 percent of seed-stage investors will sign an NDA to look at a deck, and asking signals inexperience and kills momentum. Send the intro deck as an identity-verified, watermarked link with no NDA, and gate the data-room deep tier — contracts, models, IP — after real interest instead.
Don't gate top-of-funnel data room access. Gating your entire room from day one causes drop-off. Use tiered access: open the high-level materials, and NDA-gate the sensitive folders later.
Don't rely on the NDA alone as your security strategy. A click-through record is one layer. Pair it with dynamic watermarks, screenshot protection, and access revocation — the technical controls that actually deter and evidence a leak.
Don't promise a legal outcome. A gated link produces strong evidence — verified identity, clear assent, version-locked signature, retained record — but enforceability is fact-specific and jurisdiction-specific. The record is what helps; it is not a guarantee.
"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."
Robi Lin
Founder & CEO, Sepal AI (YC S24)
Frequently asked questions
I'm a sell-side M&A advisor running a $150M process and I need to send our CIM behind a click-through NDA so no bidder sees a single page before signing — how do I set that up as a link?
You attach your firm's NDA to the link, and the NDA becomes the first screen every bidder hits — no acknowledgment, no access, not one CIM page loads. For top-of-funnel teasers where an acknowledge-to-accept step is enough, Simple NDA gating runs on Peony Business ($30/admin/month). For a competitive process of this size, run Advanced NDA on Peony Data Room ($52/admin/month): each acceptance is countersigned into a signed PDF logged with the signer's email, IP address, timestamp, and the exact NDA version, and both you and the bidder can download that executed agreement afterward. Data Room also carries dynamic watermarks that stamp the bidder's identity onto every CIM page, plus a per-page access log showing which bidder read which section for how long — useful for running the process and for your evidentiary file. Different bidder groups can sign different NDAs from the same room, so strategics sign one agreement and financial sponsors another. DocSend has no NDA gating at any tier; Firmex and Ideals reserve comparable audit detail for enterprise contracts.
I'm a founder raising a $30M Series A — should I NDA-gate my pitch deck link so VCs have to sign before they see it?
No — do not NDA-gate a pitch deck for VCs. Fewer than 5 percent of seed-stage investors will sign an NDA just to look at a deck, and asking makes you look inexperienced and kills deal momentum; many VCs simply move to the next company rather than fight through paperwork. The right move is staged disclosure: send the intro deck as an identity-verified, watermarked link with no NDA (email verification, dynamic watermarks, page-level analytics, and screenshot protection are far more practical than a signature most VCs won't give), and save the NDA gate for the deep tier — the data-room folder with customer contracts, financial models, and proprietary IP that only leads in binding diligence ever open. Gate that deep folder with Advanced NDA on Peony Data Room ($52/admin/month) so each acceptance is a countersigned PDF with email, IP, timestamp, and version. Our full reasoning is in the startup NDA guide. In short: never gate the deck, gate the deep tier after real interest.
I'm a CRE broker with an off-market listing and the seller insists nobody sees the OM or the rent roll until they've signed a confidentiality agreement — can I send one link that forces the CA first?
Yes. You attach your confidentiality agreement to the link, and the prospective buyer or their broker verifies their email and then signs the CA before the offering memorandum, rent roll, T-12, or any address-revealing document opens — CA-before-OM, enforced on every link. Because off-market work turns on discretion, run Advanced NDA on Peony Data Room ($52/admin/month): each signature is countersigned into a PDF logged with the signer's email, IP, timestamp, and CA version, and dynamic watermarks stamp the recipient's identity onto every page of the OM and financials, so a forwarded PDF or a photo of a screen still traces back to the specific viewer. The per-page access log shows which prospects actually opened the financials — useful for qualifying interest before you release the address. You can also run different agreements for different buyer pools from the same room, and revoke any link instantly if a party drops out.
I'm an industrial founder selling my machinery company — most drawings are ordinary diligence, but a few are genuine trade secrets, and I want a SECOND, stricter agreement before anyone opens that one folder, on top of the room NDA. Possible?
Yes — this is a two-layer workflow composed from standard controls on the Peony Data Room plan ($52/admin/month). Layer 1 is your room NDA, gating the ordinary diligence documents. For layer 2, place the crown-jewel folder in a private workspace with its own dedicated link, verified email, and Advanced NDA carrying your trade-secret annex instead of the room NDA — with dynamic watermarks on and downloads off if counsel wants view-only. A labeled 'Additional agreement required' item in the main room points bidders to that gate. Every layer-2 acceptance produces a countersigned PDF logged with the signer's email, IP, timestamp, and agreement version, plus per-page access logs — the record that a specific person was told the material is a trade secret and accepted extra restrictions before seeing it. The same pattern runs a clean room for competitor buyers, with a clean-team agreement on the gate and a named-user allow list. Full walkthrough: the two-layer trade-secret workflow on our blog.
I'm a lawyer — if a dispute arises, what evidence actually survives from a Peony NDA-gated link that I could use to argue enforcement?
On Advanced NDA (Peony Data Room, $52/admin/month), each acceptance produces a countersigned signed PDF plus a retained record of the signer's email address, IP address, exact timestamp, and the specific NDA version that person accepted — and, because access is identity-bound, a per-page log of which documents that signer opened and for how long. Both parties can download the executed agreement. All of it is exportable for your file. Whether a click-through agreement is ultimately enforced is a fact-specific question courts weigh on factors like whether assent was clear and unambiguous, whether the terms were reasonably presented before access, whether the signer's identity was verified, and whether the party kept a reliable record — so we won't promise an outcome, and no vendor honestly can. What Peony gives you is the record those factors turn on: clear assent captured before the document opened, verified identity, a timestamped version-locked signature, and a downstream access trail. Simple NDA on Business ($30/admin/month) captures the acknowledge-to-accept step but does not produce a downloadable signed PDF, so for enforcement-grade files most counsel choose Advanced.
I'm a seller running three buyer groups on one deal — strategics, a PE sponsor, and a family office — and each needs a different NDA. Can one room send each group its own gate?
Yes. From a single Peony Data Room ($52/admin/month), you assign a different NDA to each buyer group and gate their links accordingly: strategics hit your strategic-buyer NDA, the PE sponsor hits the sponsor version, the family office hits theirs — each as the first screen before any document opens. Every acceptance, across every group, is countersigned into a PDF logged with that signer's email, IP, timestamp, and the exact NDA version they accepted, so your record shows precisely who agreed to which terms. Visitor groups also let each pool see only its own documents, dynamic watermarks stamp each viewer's identity onto every page, and the per-page access log is segmented by group so you can see which bidder is deepest into which section. There are no per-room, per-NDA, or per-acceptance fees — one flat $52/admin/month whether you run one NDA or thirty, three active groups or thirty.
I'm a freelancer/small agency and I just want to send a proposal that a prospect has to sign an NDA to open — is Peony Business at $30 enough, or do I need the pricier plan?
For a proposal, Business at $30/admin/month is usually enough. It includes Simple NDA gating — the recipient verifies their email and clicks to accept your NDA before the proposal opens (acknowledge-to-accept) — plus screenshot protection, AI document Q&A, and unlimited e-signatures, on up to 3 data rooms per admin with 50 GB of storage. That covers the common freelancer case: you want a confidentiality step and a record that they accepted before seeing your scope, pricing, or approach. You'd only step up to Data Room ($52/admin/month) if you specifically need a downloadable countersigned PDF of the executed NDA, dynamic watermarks stamping the recipient's identity onto every page, or a per-page access log — the things that matter more for high-stakes M&A and IP disclosure than for a standard proposal. If you just need the gate and the acceptance record, Business is the right plan.
Honestly — is a click-through NDA even binding? I don't want to build a whole workflow on something a court will throw out.
Click-wrap agreements — where someone must affirmatively click to accept clearly presented terms before proceeding — are widely enforced in US courts, and they tend to hold up best when three things are true: the recipient's identity was verified, assent was clear and unambiguous (an explicit accept action, not a buried link), and the presenter kept a reliable, tamper-evident record of who accepted what and when. That is exactly the record a Peony NDA-gated link is built to produce: email verification before the gate, an explicit accept-or-sign step before any document opens, and — on Advanced NDA (Data Room, $52/admin/month) — a countersigned PDF logged with the signer's email, IP, timestamp, and NDA version that both parties can download. We're careful not to overstate this: enforceability is fact-specific and jurisdiction-specific, courts weigh the circumstances, and we won't promise how any particular dispute resolves. What we can say is that a verified, clearly-assented, version-locked, retained click-through record is materially stronger evidence than an unsigned PDF or a password that only controls access. For the sell-side mechanics specifically, see our M&A click-through NDA playbook.
Related resources
NDA gating
The feature behind the gate: Simple vs Advanced NDA, custom NDA upload, per-group agreements, and the full audit trail.
E-Signatures
The countersigning that turns an Advanced NDA acceptance into a signed PDF both parties can download.
Pricing
Simple NDA on Business ($30/admin/month); Advanced NDA with countersigning and watermarks on Data Room ($52/admin/month).
Trade-secret data room
The two-layer workflow: a room NDA plus a stricter agreement gating the crown-jewel folder.
Clean team data room
Sharing competitively sensitive data with a competitor buyer — a clean-team agreement on the gate and a named-user allow list.
M&A click-through NDA playbook
The banker's sell-side mechanic — 5-15 bidders, CIM to final round, checkbox vs signed-template modes.
Startup NDA guide
When investors will sign, when to skip, and why you gate the deep tier — not the pitch deck.
All use cases
More task-shaped workflows Peony runs — from large-file diligence to specialized data rooms.