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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Click any field in the editor and its settings open. Five of them decide how the field behaves for whoever has to complete it.
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.
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.
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.
The same three formatting marks you would reach for in Word, applied to whatever text you have selected.
Promotes the selected line to a first- or second-level heading, so a long agreement keeps a readable shape.
Turns the selected lines into round bullets, for anything that reads as a set rather than a sequence.
Turns them into a 1, 2, 3 sequence instead, for clauses that have to be cited by number later on.
Attaches a URL to the selected words — useful for pointing at a policy or a schedule hosted elsewhere.
Left, centered, or right, applied to the block the selection sits in. Signature blocks are the usual reason.
Converts the selection into a fillable field — how a clause you just typed becomes one they complete.
Hands the selection to AI and rewrites it in place, for tightening a clause without reopening the source.
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.
| Capability | Peony Data Room | DocSend | Firmex | Ideals |
|---|---|---|---|---|
| Click-to-accept NDA gate | Included | Not available | Enterprise only | Enterprise only |
| Custom NDA upload | Your own template | Not available | Enterprise only | Enterprise only |
| Audit trail (email, IP, timestamp, version) | Logged per acceptance | No audit trail | Enterprise only | Enterprise only |
| Signed-copy retrieval (both parties) | Included on Advanced | Not available | Enterprise only | Enterprise only |
| Price for NDA gating | $52/admin/month | Not offered | On request | On request |
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.
Upload your NDA and Peony presents it as the first screen every viewer sees. No acceptance, no access. Simple as that.
Every NDA acceptance is logged with the signer's email, IP address, timestamp, and document version. Fully defensible if disputes arise.
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 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."

Robi Lin
Founder & CEO, Sepal AI (YC S24)
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Set different NDAs per group — one flow for committed LPs, another for prospective investors.
Collect legally binding signatures on NDAs, contracts, and agreements without leaving Peony.
Require email-based identity verification before anyone can view your shared documents.
Require a password before anyone can view your shared documents or data rooms.