Investor NDA template

Use this when an investor moves from the pitch deck to your data room. It includes the portfolio carve-out that funds look for, so it doesn’t stall the deal.

Fill it in instead of editing brackets. The generator puts your names, dates and purpose into this exact text.

Use the investor NDA generator

Investor Non-Disclosure Agreement

This Investor Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between [Company name], [entity type and state, e.g. a Delaware corporation] ("Company") and [Investor name], an individual ("Investor"). Each is a "Party" and together they are the "Parties."

1. Purpose

The Company will share certain information with the Investor in connection with the Investor's evaluation of a possible investment in the Company (the "Purpose").

2. Confidential Information

"Confidential Information" means any non-public information disclosed by the Company to the Investor, in any form (written, oral, electronic, or by inspection), that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes financial statements and projections, capitalization, customer and revenue data, product roadmaps, technology, key contracts, and the contents of any data room.

3. Exclusions

Confidential Information does not include information that the Investor can show: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Investor before disclosure, without a duty of confidentiality; (c) is lawfully received from a third party who is not under a duty of confidentiality; or (d) is independently developed by the Investor without use of or reference to the Confidential Information.

4. Obligations

The Investor will: (a) use the Confidential Information only for the Purpose; (b) not disclose it to anyone except its employees, officers, advisors, and professional representatives who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care. The Investor is responsible for any breach by persons to whom it discloses Confidential Information.

The Investor will promptly notify the Company after becoming aware of any unauthorized use or disclosure.

5. Legally Required Disclosure

If the Investor is required by law, regulation, or court order to disclose Confidential Information, it may do so, provided that (where legally permitted) it gives the Company prompt notice and reasonable help to seek a protective order, and discloses only the portion legally required.

6. Protected Rights

Nothing in this Agreement prohibits or restricts any Party or individual from: (a) reporting a possible violation of law to, filing a charge or complaint with, or communicating with, providing information to, or participating in an investigation by any government agency or official (including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, and the Occupational Safety and Health Administration) without notice to the other Party; (b) testifying truthfully in any legal proceeding; (c) disclosing information as required by law; or (d) discussing or disclosing information about sexual assault, sexual harassment, discrimination, or other conduct that the individual reasonably believes to be unlawful, to the extent such rights cannot be waived under applicable law, including the federal Speak Out Act (42 U.S.C. § 19401 et seq.).

Notice of immunity under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

7. Term

This Agreement covers disclosures made during the three (3) years following the Effective Date, unless either Party ends it earlier by written notice. The Investor's obligations for information disclosed during that period continue for three (3) years after the Agreement ends. For any Confidential Information that is a trade secret under applicable law, these obligations continue for as long as it remains a trade secret.

8. Return or Destruction

On the Company's written request, the Investor will promptly return or destroy all Confidential Information in its possession and, if requested, confirm this in writing. The Investor may keep copies stored in routine electronic backups or required by law, which remain subject to this Agreement.

9. No License; No Warranty

All Confidential Information remains the property of the Company. Nothing in this Agreement grants any license or right under any patent, copyright, trademark, or trade secret, except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "as is," without warranty of any kind.

10. Investor Activities

The Company acknowledges that the Investor evaluates and invests in many companies, some of which may compete with the Company. Provided the Investor does not use or disclose the Company's Confidential Information in breach of this Agreement, nothing in this Agreement restricts the Investor from evaluating, investing in, or advising any other company, and the Investor will not be liable merely because a portfolio company develops similar products or ideas independently.

Neither Party is obligated to complete any investment. The Investor may share Confidential Information with its partners, investment committee, and professional advisors who need to know it for the Purpose and are bound by confidentiality obligations.

11. Remedies

Unauthorized use or disclosure of Confidential Information may cause the Company irreparable harm for which money damages would be inadequate. The Company may seek injunctive or other equitable relief, in addition to any other remedy available at law, without having to prove actual damages to the extent permitted by law.

12. General

Governing law. This Agreement is governed by the laws of [State or country], without regard to its conflict-of-laws rules.

Entire agreement. This Agreement is the Parties' entire agreement about its subject matter and replaces any prior understanding on that subject. It may be changed only in a writing signed by both Parties.

Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement will remain in effect.

Assignment. Neither Party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its relevant business.

Counterparts and signatures. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.

COMPANY
[Company name]
Name: [Signatory name]
Title: [Title]
Date: ____________
INVESTOR
[Investor name]
Name: [Name]
Date: ____________

Pitch deck: no NDA. Data room: yes.

Asking for an NDA before a first meeting can signal inexperience; investors won’t take on legal risk to hear a pitch. The moment you share things that would genuinely hurt if they leaked (monthly revenue by customer, cap table, unreleased product specs, source code) a short, fair NDA is standard.

What makes this one signable

  • Portfolio carve-out. The investor can keep investing in similar companies if it doesn’t misuse your information.
  • Partners and committees. Sharing with the investment committee and advisers is allowed.
  • No obligation to invest. Stated plainly.

Protecting a business idea

An NDA protects information, not ideas in the abstract. Keep a dated record of what you shared and with whom, mark documents confidential, and share in stages. For inventions, talk to a patent attorney before public disclosure.

A template, not legal advice. NDAForge generates standard-form documents from your answers. It is not a law firm and doesn’t review your situation. Laws differ by state and country; for high-value deals, employment matters or anything unusual, have a licensed attorney review the agreement before anyone signs.

Frequently asked questions

Will a VC sign an NDA?

Often not at the first-pitch stage. Many venture investors see thousands of companies, some in overlapping markets, and say openly that they don’t sign NDAs for initial meetings. NDAs become more normal later, when you open a data room with financials, contracts and code.

Should I send an NDA to angel investors?

For a first conversation, share only what you’d be comfortable seeing in a competitor’s hands and skip the NDA. Ask for one before sharing detailed financials, customer lists, or technical secrets.

What is a portfolio carve-out?

A clause confirming the investor can keep investing in other companies, including competitors, as long as it doesn’t misuse your information. Funds rarely sign an investor NDA without one; this template includes it.

Can an NDA protect my business idea when pitching?

Partly. It protects confidential information you disclose, but an idea on its own is hard to protect if it isn’t secret or if others develop it independently. Execution details, data and technical know-how are easier to protect than the concept itself.