How to sign an NDA electronically

The non-disclosure agreement, or NDA, is the most-signed contract in business. Every job offer, every freelance engagement, every potential acquisition, every pitch to an investor — most of them start with an NDA. They're also among the most likely contracts to be signed by people who haven't read them carefully, because they feel like a small ritual before the real work begins.

This guide covers how to electronically sign an NDA properly: what to actually read before signing, what to watch for, and how to handle the back-and-forth with the other party.

Mutual vs one-way

NDAs come in two basic shapes:

• One-way (unilateral) NDA. One party discloses confidential information, the other party agrees to protect it. Common when a company is sharing information with a contractor, candidate, or potential partner.
• Mutual (bilateral) NDA. Both parties expect to share confidential information, and both agree to protect what they receive. Common between businesses exploring a partnership, an acquisition, or a complex commercial arrangement.

If you're the disclosing party in a one-way NDA, the terms are weighted in your favour — the other party has obligations, you don't. If you're the receiving party, you're taking on duties. Read accordingly.

For mutual NDAs, both parties have the same obligations, and the agreement should treat them symmetrically. If it doesn't (your obligations look stricter than theirs), that's worth flagging.

What to read before signing

NDAs are short enough to read in full — usually two to five pages. Read every clause. The sections that matter most:

Definition of confidential information

What exactly is covered? Some NDAs define it narrowly ("information marked as confidential in writing"); others broadly ("any information disclosed, in any form, that a reasonable person would consider confidential"). Broad definitions favour the disclosing party; narrow definitions are more receiving-party-friendly.

Watch for definitions that include information you already have or could easily get elsewhere — a good NDA carves out information that's public, that you already knew, that you receive independently, or that you develop independently.

Duration

How long does the obligation last? Common terms range from one year to five years, sometimes ten for highly sensitive information, occasionally perpetual for trade secrets. Perpetual obligations are unusual and worth questioning.

Permitted disclosures

Who can you tell? Most NDAs allow disclosure to employees and advisors who need to know, on the condition that they're bound by confidentiality. Some require you to keep a list. Some restrict disclosure to specific named individuals.

Compelled disclosure

What happens if you're subpoenaed or otherwise legally required to disclose? A good NDA lets you comply with legal process as long as you notify the disclosing party (so they can intervene if they want to).

Return or destruction of materials

What do you have to do at the end? Most NDAs require you to return or destroy confidential information upon request or at the end of the relationship. Some give you the option to choose; some require destruction with a certification.

Use restrictions

The "what can you do with the information" clause. Most NDAs say information can only be used for the specific purpose described. Some go further and ban competitive activities, hiring, or other behaviour — these are sometimes hidden in NDA boilerplate when they really belong in a separate non-compete agreement.

Jurisdiction and governing law

Where would a dispute be litigated, and under what law? An NDA governed by Delaware law and litigated in Delaware federal court means different things from one governed by California law (where non-competes are largely unenforceable) or by the law of a foreign jurisdiction.

Remedies

What can the disclosing party do if you breach? Most NDAs entitle them to seek injunctive relief (a court order forcing you to stop), monetary damages, and sometimes attorneys' fees. Some include liquidated damages — a pre-agreed dollar amount for breach — which can be very high.

Red flags to watch for

Specific clauses that often deserve pushback:

• Perpetual obligations on routine business information.
• No carve-out for independently developed information. Means you can't develop similar ideas on your own.
• Non-solicitation or non-compete clauses tucked into an NDA. These are different agreements and should be considered separately.
• One-way "mutual" NDA, where the language pretends symmetry but the obligations are unequal.
• Liquidated damages that are disproportionate to the value of the information being shared.
• No notice requirement for compelled disclosure — you'd have to comply with subpoenas without telling the other party.
• Restrictions on residual knowledge in your head. Some NDAs say even general impressions are confidential — unrealistic and unenforceable in most jurisdictions.
• Choice of law and forum that's wildly inconvenient for you.

If you see any of these in an NDA you've been sent, push back. The first draft is rarely the final draft; most counterparties expect some negotiation.

Signing the NDA

Once you've read the NDA and you're comfortable with the terms (or have negotiated to terms you're comfortable with):

1. Open in the signer

Go to esignmypdf.com/sign and open the PDF.

2. Fill in any party details

Many NDAs have fields for the parties' names, addresses, dates, and other context. If these are fillable form fields, click into them and type. If they're blank lines on a flat PDF, use the T Text tool to type into each.

3. Initial each page (if required)

Some NDAs require initials on each page, in addition to a signature at the end. Use Signatures (with a typed or drawn version of your initials) and place a copy on each page where required. Alternatively, use T Text to type your initials.

4. Sign at the signature block

Use the ✒ Signatures tool to add your signature on the signature line. Type the date next to it using T Text.

5. Download

Click Download PDF. You now have a signed copy of the NDA.

The counter-signing flow

An NDA isn't fully executed until both parties have signed. Two common workflows:

You sign first, then send to the other party

Common when you're the receiving party signing an NDA the disclosing party wants you to commit to. Sign your part with esignmypdf, download, and email the signed PDF back to them. They sign and return a fully-executed copy.

They sign first, then send to you

Common when the disclosing party prepares the document. They send you a PDF they've already signed. You open it in esignmypdf, add your signature, download, and return.

Both sign separately and exchange

Each party signs an unsigned copy, then they exchange signed copies. Each party ends up with a copy showing both signatures (their own and the other's, combined into a single document — typically by the party that wraps up the deal).

Whichever flow applies, keep both the unsigned and signed versions in your records.

Keeping records

An NDA exists primarily to be referenced if there's later a question about what was agreed. Practical record-keeping:

• Save the fully-executed PDF (both signatures) to your records.
• Save the email chain that shows when the document was sent, signed, and returned. This is your audit trail.
• Note any oral or email modifications separately. NDAs often have "no oral modification" clauses, so changes need to be in writing — typically a written amendment signed by both parties.
• Diary the end date. Confidentiality obligations end when the term expires. Knowing when that is helps both for compliance and for confidence in subsequent business.

When not to sign without legal review

Some NDAs deserve a lawyer's eyes. Signs you should hold off and consult:

• The NDA is connected to a significant transaction (acquisition, investment, major contract).
• The other party is asking for restrictions beyond confidentiality (non-compete, non-solicit, IP assignment).
• The information you're going to learn could conflict with information you already have or work you're already doing.
• The NDA has liquidated damages or other unusual remedies.
• The NDA is governed by foreign law you don't understand.
• You're in employment-related negotiations where the NDA might be used to limit you later.
• The NDA is part of dispute resolution — settlement NDAs deserve particular scrutiny.

The cost of having a lawyer review a few-page NDA is usually modest (a few hundred dollars for a quick review). The cost of finding out later that you signed something you shouldn't have can be much higher.

Common questions

Is my electronic signature on an NDA enforceable?

Yes, in nearly every jurisdiction. NDAs are exactly the kind of commercial contract that electronic signature laws were designed to cover. See our legal validity guide for jurisdiction-specific detail.

Should I get an NDA before I disclose ideas to an investor?

Most investors won't sign NDAs at the early stage — they see too many pitches and signing each NDA creates conflicts. They protect founders through reputation and ethics, plus the fact that funding decisions are based on team and execution, not on any single idea. For mid-to-late-stage diligence, NDAs become standard.

What if I'm asked to sign an NDA before a job interview?

Read it especially carefully. Some employment-context NDAs include broad assignment of inventions, non-compete provisions, or restrictions that affect your future employability. Negotiate or walk away if the terms are excessive.

Does an NDA cover information shared before it was signed?

Sometimes. NDAs often have a "look-back" provision that covers information disclosed in a defined period before the signing date. If yours doesn't, information shared before signing is generally not covered.

What if I lose the signed copy?

Both parties typically have copies. Ask the counterparty. If neither side has it (rare), the agreement may still be enforceable based on email evidence of its existence and content, but you'd want a lawyer's view.

For run-of-the-mill business NDAs that you've reviewed and are comfortable with, open the signer and you'll be done in a couple of minutes.