Non-disclosure Agreement

Evaluating a deal means showing each other things neither side has made public. The seller has to put unreleased features and real contract pricing on the table; the buyer has to describe internal approval steps and the budget already set aside. Otherwise the conversation never gets specific. The trouble is that a thing said cannot be unsaid. If the other side carries it to a competitor or uses it as leverage in a different negotiation, no promise means no grounds for complaint.

Without those grounds, meetings circle. Sofia says that a customer of a similar size uses the product a certain way but can't say which customer. The buyer says the budget is roughly in place and stops there. Two or three meetings in, with both sides holding back one layer, it stops being clear what anyone was trying to confirm.

A non-disclosure agreement (NDA) is the promise laid down before those meetings. Once both sides have signed that what they receive will not be used outside an agreed purpose or passed on to anyone else, real numbers can come out at the next conversation. A trade secret is protected by law on its own, but that protection attaches to information a company has actively kept confidential — how far the other side may use a file you handed over is a separate question, and the contract is what answers it.

The first decision is who carries the obligation. When only one side discloses, a one-way agreement puts the duty on the receiving party. When both sides open their files, a mutual agreement puts the same duty on each. Sales conversations are usually mutual.

Five items make up the rest.

1. Scope of confidential information — what counts as confidential. The document may require each file to be marked, or require that anything said aloud in a meeting be confirmed in writing within a few days. Writing "all information" looks convenient, but if a dispute ever arrives nobody can establish where the boundary was.
2. Exclusions — information already public, information the receiving side knew beforehand, and information it developed independently all fall outside the duty. A demand from a court or a regulator belongs here too.
3. Purpose limitation — the received information may be used only to evaluate this deal. In practice this clause gets broken more often than secrecy does. Taking a price sheet received under an NDA and using it to press a different vendor is the standard example.
4. Who may see it — how far the information may travel inside the company. The usual line is employees who need it for their work, and this is also where you decide whether outside counsel and accountants are covered.
5. Term and cleanup — how long the agreement runs and how long the duty lasts are two different numbers. A two-year agreement commonly carries a confidentiality duty of three or five years. The procedure for returning or deleting files at the end sits in the same place.

One line usually covers what happens after a breach. Most drafts say the breaching party compensates for damages, but proving in numbers what a leak cost is hard, so some agreements fix an amount in advance instead.

Legal writes it and sales sends it. Most companies keep one standard template drawn up by a lawyer and change nothing but the company name and the date. At Pagedeck, Sofia sends that template as is, and if it comes back untouched Grace signs it the same day. It's a different story when the other side sends its own paper. Grace reads it herself or hands it to outside counsel, and that step alone takes days.

Three places in someone else's template get read closely.

1. One-way or mutual — if the duty runs only in our direction, the request is to mirror it so that both sides carry the same obligation.
2. Term — a ten-year duty is a promise nobody can keep. By then nobody at the company knows where those files ended up.
3. Clauses that wandered in — sentences unrelated to confidentiality show up regularly. Not hiring each other's employees, or not selling to other customers in the same industry, are the common ones.

The people who most need to read it are somewhere else entirely. An executive signs, but the ones who actually open the other side's files are the working team. Someone who doesn't know which files are confidential or how far they may circulate will drop one into a company chat channel, and that alone breaches the clause about who may see it. A single line shared after signing prevents most of it.

"I can share that number once we have an NDA in place."

Not a refusal — an offer to open the file as soon as one document is out of the way.

"We sent over our standard template. Any redlines on your side?"

A way of finding out how many days the other side's legal review will take.

"That's outside what our NDA covers, so I can't go into it."

The information came from another customer and can't surface in this room.

At Pagedeck the document usually goes out right after the discovery call, the first conversation where the customer's situation and problems get mapped. Once both sides agree to look at real data, Sofia sends the template from that same meeting. Some companies sign within a day; others take two weeks in legal review. That interval doubles as an early reading of how the customer's approvals move — a company that took two weeks here tends to take just as long after the quote.

The most common mistake is believing that a signature makes the information safe. It reads like a contract, so it feels like everything can be opened from that point on. But the document doesn't stop anything from leaking; it establishes who answers for a leak afterwards. And since the loss is hard to prove in numbers, what can actually be claimed is limited. Signed or not, someone still has to decide how much to show in this particular meeting.

The second mistake is reading it as protection for an idea. The agreement covers information handed over in this exchange, and not anything the other side already knew or arrived at independently — that is exactly what the exclusions clause says. Anyone walking a product concept around several companies and collecting signatures is protected far less than the paperwork suggests.