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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.
  • Standard vs. Advanced: Standard NDA gate (Business, $30/admin/month) enforces acknowledge-to-accept before access. Advanced NDA (Data Room, $52/admin/month) additionally produces a signed PDF and audit trail that both parties (sender and signer) can view and download after acceptance — switch per data room.
  • Pricing: Standard NDA gating from $30/admin/month on Peony Business; Advanced NDA with signed PDF and audit trail on Peony Data Room at $52/admin/month. DocSend offers no NDA gating at any tier; Firmex and Ideals reserve comparable audit detail for enterprise contracts.

How do you set up an NDA template in Peony?

Standard NDA gating needs nothing more than a file upload. Advanced NDA asks the counterparty to actually sign, so the agreement first has to be turned into a template with fields on it. Here is the whole path: the four clicks that get you into the template editor, the three ways to make a document fillable once you are there, and what each field setting controls.

Getting to the template editor

  1. 1

    Open Permissions and pick the group you want to gate

    Inside the data room, Permissions lists every visitor group — Due Diligence Advisor, Investor A, and so on. The gate is set per group, so strategics, lenders, and sponsors can each be handed a different agreement out of the same room.

    Step 1
  2. 2

    Switch One-click NDA from No to Advanced

    One-click NDA sits in the Security control row next to password protection, expiry, and dynamic watermarks, and ships Off. Opening it gives you three modes. Standard is the acknowledge-to-accept gate: upload the agreement and you are done. Advanced asks for a real signature, and swaps in Select template and Upload template.

    Step 2
  3. 3

    Build the agreement into a template

    Either of those two buttons opens the template editor, and everything below happens there: making the document fillable, then telling each field what it is and who fills it.

  4. 4

    Click Continue to NDA settings

    The agreement is saved as a reusable template, so the next room you gate picks it from Select template instead of being built again. From there it behaves like any other gate: nobody loads a page until it is signed, and every acceptance is logged with email, IP address, timestamp, and document version.

    Finish

Three ways to make your document fillable

Which one you use depends on what you upload. Any of the three produces the same thing: a document with named input fields on it.

Drag fields onto a PDF where you want them

PDF upload

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 drop a field inline

Slash menu

Inside a document you do not have to drag anything. Put the cursor where the blank belongs and type a slash: a menu opens with Text, Date, Signature, Initial, and Table. Pick one and the field is inserted at the cursor, already flowing with the paragraph around it. This is the fastest way to add a field you missed on a document you are already editing.

Upload a .docx and let Peony find the blanks

In Word

Start from the Word file you already use and mark the blanks the way you normally would — bracketed placeholders, highlighted so they are 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.

In Peony

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.

What each field setting controls

Click any field in the editor and its settings open. Five of them decide how the field behaves for whoever has to complete it.

1Label
The placeholder the signer reads while the box is still empty. Write it as an instruction — Full legal name, not Field 1.
2Assignee
Who has to fill this one in. The field then takes on that party's color, so responsibility is visible at a glance.
3Type
The input format: Text, Date, or Signature. A signature field draws a signing block rather than a plain text box.
4Set 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.
5Is required
Whether the agreement can be submitted with this field left blank. Leave it on for anything the signed PDF has to carry.
Field settings

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.

Parties

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.

Editing the wording without leaving the editor

Select any run of text and a toolbar appears above it. Most of it is ordinary formatting, but the last two buttons are the ones worth knowing about.

Bold, italic, strikethrough

The same three formatting marks you would reach for in Word, applied to whatever text you have selected.

H1 / H2

Promotes the selected line to a first- or second-level heading, so a long agreement keeps a readable shape.

Bulleted list

Turns the selected lines into round bullets, for anything that reads as a set rather than a sequence.

Numbered list

Turns them into a 1, 2, 3 sequence instead, for clauses that have to be cited by number later on.

Link

Attaches a URL to the selected words — useful for pointing at a policy or a schedule hosted elsewhere.

Alignment

Left, centered, or right, applied to the block the selection sits in. Signature blocks are the usual reason.

Input

Converts the selection into a fillable field — how a clause you just typed becomes one they complete.

AI Edit

Hands the selection to AI and rewrites it in place, for tightening a clause without reopening the source.

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

Peony Data Room 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 $52/admin/month — Standard NDA gating starts even lower, on Peony Business at $30/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 Data RoomDocSendFirmexIdeals
Click-to-accept NDA gateIncludedNot availableEnterprise onlyEnterprise only
Custom NDA uploadYour own templateNot availableEnterprise onlyEnterprise only
Audit trail (email, IP, timestamp, version)Logged per acceptanceNo audit trailEnterprise onlyEnterprise only
Signed-copy retrieval (both parties)Included on AdvancedNot availableEnterprise onlyEnterprise only
Price for NDA gating$52/admin/monthNot offeredOn requestOn request

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 with no duplicate rooms to keep in sync.

Standard gate vs. Advanced NDA

Standard NDA gate (Business, $30/admin/month) enforces acknowledge-to-accept before access. Advanced NDA (Data Room, $52/admin/month) adds a signed PDF and audit trail both parties can download — switch the mode per data room.

"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)

Frequently asked questions

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. For folder-level second agreements, see the step-by-step guides: the two-layer trade-secret workflow and the clean team data room. For the single-link version of the gate, see NDA-gated links.

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?

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 accept. Standard NDA gating (acknowledge-to-accept) starts on Peony Business ($30/admin/month). For a competitive sell-side process this size, run Advanced NDA on Peony Data Room ($52/admin/month): each acceptance produces a signed PDF 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 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. Your team can configure NDA requirements per link or per data room. Standard NDA gating starts on Business ($30/admin/month); for a signed PDF and audit trail per LP, run Advanced NDA on Data Room ($52/admin/month). 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, Advanced NDA on Data Room ($52/admin/month) gives your team a legally enforceable, signed record that each VC accepted confidentiality terms before viewing a single slide. Password protection alone (available on Business at $30/admin/month) controls who gets in but creates no legal obligation, and Standard NDA gating on Business adds an acknowledge-to-accept step without the signed audit trail. With Advanced NDA, 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. 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. For a clean evidentiary record across all 15 counterparties, run Advanced NDA on Data Room ($52/admin/month): every acceptance produces a signed PDF logged with the signer's email, IP, timestamp, and the specific NDA version, giving your litigation team a defensible audit trail. Standard NDA gating on Business ($30/admin/month) covers the acknowledge-to-accept step where a signed copy is not required.

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 lets your team upload your firm's NDA and present it as a mandatory gate before any document loads — Standard NDA gating starts on Business ($30/admin/month), and Advanced NDA on Data Room ($52/admin/month) produces a signed PDF logging 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 Business 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 Data Room is $52/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. 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. Run Advanced NDA on Data Room ($52/admin/month) so every acceptance produces a signed PDF logged with the LP's email, IP, and timestamp, which is critical for ILPA's parity-of-information standard; Standard NDA gating on Business ($30/admin/month) covers the acknowledge-to-accept step where a signed record is not required. 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. Your team creates new personalised links for the three incoming bidders, each gated behind the NDA — Standard NDA gating starts on Business ($30/admin/month), and Advanced NDA on Data Room ($52/admin/month) adds a signed PDF and audit trail per bidder. 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?

With Advanced NDA on Data Room ($52/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, and produces a signed PDF for your file. 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 acknowledge-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. Standard NDA gating on Business ($30/admin/month) covers the acknowledge-to-accept gate where a signed audit trail is not required. 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 ships two NDA modes: Standard and Advanced. In Standard NDA mode (Peony Business, $30/admin/month), every counterparty must acknowledge-accept the NDA before any folder, file, or data room loads — the acceptance gates access, but neither side downloads a copy of the executed agreement. In Advanced NDA mode (Peony Data Room, $52/admin/month), each acceptance is logged with the signer's email, IP, timestamp, and NDA version, produces a signed PDF, and lets both the sender and the signer view and download that 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. Your team picks Standard or Advanced per data room from the dashboard, depending on whether the counterparty needs a downloadable signed copy and audit trail or whether an acknowledge-to-accept gate 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 Data Room subscription ($52/admin/month), which includes unlimited data rooms and Advanced NDA. 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, with a signed PDF for your file. There are no per-room, per-NDA, or per-acceptance fees — your firm pays $52/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.

I'm selling my machinery company and some drawings are genuine trade secrets — can I require a second, stricter agreement before buyers open that specific folder, on top of the room NDA?

Yes — as a two-layer workflow composed from standard controls on the Data Room plan ($52/admin/month). Layer 1 is your room NDA gating the ordinary diligence documents. For layer 2, you place the sensitive folder in a private workspace outside the main room, give it its own dedicated link with verified email, and run Advanced NDA on that link carrying your trade-secret agreement instead of the room NDA — with dynamic watermarks on and downloads off if counsel wants view-only. A labeled web-link item in the main room ('Additional agreement required') points bidders to the gate. Every layer-2 acceptance produces a signed 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: a clean-team agreement on the gate and a named-user allow list. Step-by-step guides: the two-layer trade-secret workflow and the clean team data room on our blog.

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