[GTM glossary](/glossary.md) Non-disclosure agreement Sales # Non-disclosure agreement (NDA) Also known as: confidentiality agreement In short A non-disclosure agreement (NDA) is a legal contract in which one or both parties promise to keep specified information confidential. It limits what the receiving party can share and what it can use the information for. In sales, an NDA is often signed before sharing roadmaps, pricing, security documents, or customer data during evaluation. This is general information, not legal advice. ## Types of NDA * **Mutual NDA:** Both sides share confidential information and both are bound. The usual choice in a vendor evaluation. * **One-way NDA:** Only one side discloses, such as a buyer sharing internal requirements. Also called unilateral. --- ## What an NDA typically contains * **Definition of confidential information:** What counts as protected, and what is excluded, such as public information. * **Permitted use:** The receiving party may use the information only for the stated purpose. * **Duration:** How long the obligations last, which may continue after the agreement ends. * **Return or destruction:** What happens to the information when the discussions stop. --- ## When NDAs come up in a sales cycle ### Evaluation and security review Buyers often ask for an NDA before a technical deep dive or before sharing a security questionnaire. Having a standard mutual NDA ready avoids a pause. ### Partnerships and integrations Two companies exploring a joint offer usually sign one before sharing plans. ### Not always needed Many first calls need no NDA. Asking for one too early can slow a deal that did not require it. --- ## How to keep NDAs from slowing deals Keep an approved template that reps can send without legal review, and store signed copies where the team can find them. Note in the CRM which accounts have one in place and when it expires, so nobody shares restricted information by accident. --- ## Common mistakes * **Signing without reading:** Accepting broad terms, such as unusually long duration or one-sided obligations, with no review. * **Sharing before signing:** Sending confidential material while the NDA is still pending. * **Confusing it with an MSA:** An NDA covers confidentiality only. It does not set commercial terms. --- ## Non-disclosure agreement FAQs **What is a non-disclosure agreement (NDA)?** A non-disclosure agreement is a contract in which one or both parties agree to keep specified information confidential and to use it only for an agreed purpose. It is commonly signed before sharing sensitive business details. **What is the difference between a mutual NDA and a one-way NDA?** A mutual NDA binds both parties to protect each other's information. A one-way NDA binds only the party receiving information. Vendor evaluations usually use mutual NDAs because both sides share sensitive details. **When should a sales rep ask for an NDA?** Ask when the buyer or you need to share sensitive information, such as pricing models, product roadmaps, security documents, or internal data. Early introductory conversations about public information typically do not need one. **Is an NDA the same as a confidentiality agreement?** Yes. The two names usually mean the same type of contract. Some companies use confidentiality agreement or CDA instead of NDA, but the purpose of protecting shared information is the same. Share term --- ## More related phrases * [Letter of intent](/glossary/letter-of-intent.md) * [Mutual action plan](/glossary/mutual-action-plan.md) * [Mutual close plan](/glossary/mutual-close-plan.md) ## Similar phrases * [Security questionnaire](/glossary/security-questionnaire.md) A security questionnaire is a list of questions a buyer sends vendors to assess data protection, access controls, and compliance practices before signing a deal. * [Procurement](/glossary/procurement.md) Procurement is the buyer-side function that vets vendors, negotiates price and terms, and manages purchasing, which often adds steps late in a B2B deal. * [Contract management](/glossary/contract-management.md) Contract management is the process of creating, negotiating, signing, tracking, and renewing contracts, so deals close faster and obligations, pricing, and renewal dates are not missed. * [Deal desk](/glossary/deal-desk.md) A deal desk is a team that reviews, structures, and approves non-standard sales deals, helping reps close faster while protecting margin, pricing discipline, and contract terms. * [Master services agreement (MSA)](/glossary/master-services-agreement.md) A master services agreement (MSA) is a contract that sets the standing legal terms between a vendor and a customer, so later deals can close faster under one framework.