To sign an NDA, you must first read through it carefully and confirm that all details are accurate. Once the document is ready, the next step is simply to sign it using the format provided, which is typically electronic for digital agreements and handwritten for printed ones.
NDAs are commonly used as a condition for employment, partnership, and other business deals or activities, so knowing how to sign them properly is essential. They are usually PDFs, so in this guide, we will explain the key steps of signing an NDA in this format and cover common mistakes you should avoid.
Key Takeaways
- An NDA protects certain confidential information from being shared; it can be unilateral, bilateral, or multilateral.
- It can be used by employers and their employees, freelancers, investors, and partners; plus, it is common for situations involving outsourcing, product testing, and settling legal situations.
- To sign an NDA, you need to start by reading all clauses carefully and verifying the details; then, you sign it according to the format provided and return it to the other party.
- You can sign an NDA using our PDF editor and return it to other parties by email, mail, or fax.
What Is an NDA?
An NDA, which stands for non-disclosure agreement, is a contract between at least two parties that prevents confidential information from being shared with others.
If you break the NDA after signing, you can face damages, fines, lawsuits, or court orders. For example, in Ajaxo Inc. v. ETrade Financial Corp, ETrade violated an NDA it signed with Ajaxo by using the latter’s wireless-trading technology and was fined $1.3 million.
This contract usually states:
- What details are considered confidential (e.g., business plans, procedures, designs, client lists, etc.)
- Who is allowed to access the information, and within what capacity
- The duration of the confidentiality
- Consequences if the agreement is broken
There are several types of NDAs, including:
- Unilateral NDA. This is when only one party shares confidential information and the other party agrees to keep it private. It is often used with freelancers, investors, and employees. According to a 2024 study, 45% of employees are bound by NDAs.
- Bilateral NDA. Both parties share confidential information with each other and agree to protect it. This is frequently used in partnerships, joint ventures, or when two businesses are collaborating.
- Multilateral NDA. There are more than two parties involved, and at least one shares confidential information that the others must keep private. This is useful when multiple companies or teams are working together.
Who Uses NDAs?
NDAs are usually used by:
- Employers and employees. Companies have NDAs to protect their proprietary assets, tools, systems, etc. Employees are often required to sign NDAs before onboarding or attending a meeting where confidential information will be discussed.
- Freelancers and contractors. Information is usually shared with these individuals, but they are not legally tied to the company long term, so NDAs ensure they can’t take the information to other clients or competitors.
- Startups and investors. New companies have ideas, business models, prototypes, and patent-pending innovations that act as their competitive advantage. To avoid these from being shared or copied, investors are typically required to sign NDAs.
- Partnerships or joint ventures. Sensitive information, such as pricing structures, is often shared between companies in collaboration. However, they still want to keep it protected, so they will have NDA signature requirements.
- Companies outsourcing. To make sure the vendors they are hiring can complete their tasks properly, companies will have to share insider information. NDAs ensure this stays within the scope of the vendors’ outsourced work.
- Product tests. Before release, products are often beta-tested by people outside of an organization. However, to prevent pre-launch leaks, they are generally asked to sign an NDA. For example, if you are invited to try out a new game, the NDA prevents you from sharing screenshots of the design.
- Legal and settlement situations. NDAs are sometimes also used in these situations to keep details like terms, payment amounts, and allegations private and avoid reputational damage. In the U.S., though, most states now restrict the use of NDAs in harassment or discrimination cases.
Is an Electronic Signature Legally Valid for NDAs?
An electronic signature is legally valid for NDAs if it meets the criteria of the ESIGN Act and UETA. The ESIGN Act is a federal law that gives e-signatures the same legal validity as wet signatures. The UETA has the same purpose but is a model state law. It has been adopted by 49 states; New York is the exception, with its own set of rules under ESRA.
So, when is an electronic signature legal for NDAs? It is when you comply with these requirements from the ESIGN Act:
- The person signing has to clearly demonstrate affirmative consent.
- The NDA must be kept in records reliably and accessibly.
- The NDA must be reproducible in a legible format.
Your NDA can be signed electronically even if it requires notarization; validity is only in question if a wet signature is statutorily mandated.
If your NDA is attached to documents like wills, trusts, codicils, or family matter papers, which can’t be signed electronically, it is best to recheck your state statute. For NDAs involving highly sensitive intellectual property (IP), trade secrets, or cross-border parties, you will also want to apply extra caution.
How to Sign an NDA: 4 Key Steps Explained
Now that you know what an NDA is, let’s take a closer look at the non-disclosure agreement signing process.
#1. Read the NDA Carefully
The first step of signing an NDA is to read through it carefully to ensure you understand exactly what information is confidential, how long you must maintain confidentiality, and other relevant obligations and restrictions.
Paying attention to clauses about penalties or consequences is especially important to avoid accidental breaches. You shouldn't skim, as a single overlooked detail can have serious implications.
Tip: If you’re unsure about specific clauses or legal language, you can use Chat PDF to ask questions directly about your NDA. This way, you can quickly learn about confidentiality scope, duration, penalties, or unclear obligations before you sign the agreement.
#2. Verify Parties and Agreement Details
Once you thoroughly understand your NDA, double-check all the details. Parties' full legal names and titles should be included, and dates, obligations, consequences, and any references to attachments or exhibits should all be clear. Mistakes or omissions can lead to legal issues, so take the time to verify everything carefully.
Tip: If annotating or highlighting helps you ensure clarity, you can use our PDF editor to mark up your document. These can be deleted afterward, leaving you with a clean NDA for signing.
#3. Choose How You Will Sign (Wet vs. Electronic)
The third step of signing an NDA is to choose between wet signatures and electronic signatures.
The former might be required in certain cases involving highly sensitive IP information or other documents that can’t be signed electronically. Otherwise, e-signatures are legally valid for most NDAs and offer convenience, speed, and secure audit trails.
You should consider your legal requirements and all parties’ preferences to make a decision.
#4. Return or Share the Signed NDA
After signing the NDA, you need to return it to the other party; all parties should have agreed on the method beforehand.
- Wet signatures. This involves scanning the NDA and then emailing, mailing, or faxing it.
- Electronic signatures. These are returned automatically if you are using an e-signature platform or portal. If not, you can email the NDA to the other parties.
Regardless of the method chosen, it is important for you to keep a physical and a digital copy for your records. By following this best legal document storage practice, you can refer back to it later on and protect yourself in case of disputes.
Tip: You can password-protect your signed PDF NDA to add a layer of security and give yourself peace of mind. PDF.net has a Protect PDF tool that allows you to do this in minutes.
Common Mistakes to Avoid When Signing NDAs
Here are common mistakes to avoid when signing NDAs:
- Not reading the NDA. You might miss critical clauses regarding the obligations, restrictions, and penalties, which can lead to breaching or violating the agreement. Given that an NDA is legally binding, this can result in legal action that damages you financially and reputationally.
- Ignoring duration clauses. Most NDAs will specify how long you need to maintain confidentiality. Paying attention to the start and end dates, as well as renewal provisions, is necessary to avoid accidentally disclosing the protected information.
- Signing with the incorrect name format. Using a nickname, an abbreviated name, or misspelling the name when signing can affect enforceability. So, you should make sure you always sign with your full legal name.
- Using non-secure signing methods. There are many ways to sign an NDA online, but they are not all secure. You don’t want to expose sensitive details while trying to protect other confidential content. Therefore, it is important to choose a secure e-signature platform that provides encryption, authentication, and an audit trail.
- Not checking whether the NDA is unilateral or mutual. Misunderstanding whether obligations apply to one or all parties might cause you to unintentionally breach the agreement. To ensure this doesn’t happen, you should make it a habit to confirm the type of NDA from the first step, even before you start reading it.
Sign an NDA Online With PDF.net
Our online editor includes an easy-to-use PDF signing tool that works well for NDAs, contracts, and other important documents.
You won’t have to download anything; just open the platform, and right on your browser, upload your NDA, add your signature, and download the signed version.
We use HTTPS connections and automatically delete your information shortly after processing, so there’s no risk of your data being stored or accessed by others.
Here is how to sign PDF documents, including NDAs, with our tool:
- Open PDF.net and select Sign from the toolbar at the top of the page.
- Drag and drop your file into the Drop file here to sign box or upload it manually by pressing the Choose file button.
- Choose how you want to make your e-signature: type, draw, or upload an image of it. There are also options for changing the colors.
- Click Place in PDF to insert your signature.
- Reposition it on the signature line and resize it by adjusting the corner handles if you want.
- Click Download in the top right corner and then Download PDF.
Note: If your NDA is not already a PDF, you can use our conversion tools. The PDF format is recommended because it preserves your layout, can be stored stably for a long time, and is widely used in professional settings.
Final Thoughts
It is easy to sign an NDA once you know the key steps and have a reliable tool like PDF.net. You just need an internet connection and to review your NDA thoroughly before signing.
Don’t forget to spell-check your PDF and return the signed version of your NDA through a secure sharing method. If necessary, you can certify the document and control its access permissions by setting specific restrictions.
Signing NDAs properly offers you legal peace of mind; you can start your employment, collaborate with others, or share sensitive details without worrying about unintended leaks or disputes.
How to Sign an NDA FAQs
#1. How should an NDA be signed?
An NDA should be signed after careful review of all clauses and with a secure signing platform, like PDF.net, if the parties agree on using electronic signatures. You should thoroughly double-check the names, dates, and details of the scope of confidentiality before signing, and save a copy for your personal records afterward.
#2. Are electronic signatures valid in all countries?
Electronic signatures are valid in many countries, but not all. In the U.S., they are legally valid under the ESIGN Act, UETA, and ESRA. In the EU, electronic signatures are valid under eIDAS, which sets standards for security and legality. To ensure enforceability, it is always best to check your local laws for electronically signing NDAs.
#3. Is signing an NDA risky?
Signing an NDA is only risky if you proceed without reading the NDA and clarifying any ambiguous language beforehand. For example, in the BladeRoom vs. Emerson case, Emerson was initially found liable for misusing confidential information, but the verdict was later overturned after the court ruled the NDA had been misinterpreted.
#4. Can I refuse to sign an NDA?
Yes, you can refuse to sign an NDA, but this can affect your ability to work with the other parties or access certain information. Rather than refusing right away, you can consider negotiating terms that you are not comfortable with and clarifying or modifying clauses.