NDA for an investor conversation

A pitch to an investor discloses the business plan, the financial model, the customer pipeline and the technology to a party that sees many similar businesses and may already have invested in a competitor. Venture investors as a class decline to sign non-disclosure agreements at the pitch stage and, where they sign one, do so at due diligence; angel investors, family offices and strategic investors vary. The question is what an NDA can protect at each stage and what has to be protected by other means. I review the NDA an investor has offered, or draft one for the business to propose at the point an investor will sign it, with a written explanation of the position, for a fixed fee of £495 in three working days.

Who this is for

Founders and businesses in England and Wales raising investment from angels, venture funds, family offices, corporate investors or crowdfunding platforms, and investors asked to sign a founder's NDA. The business and the investor contract as businesses; the rules on financial promotions apply to what the business says to investors.

What matters in an NDA for an investor conversation

What investors sign, and when

Funds decline NDAs at the pitch stage because they see hundreds of plans, cannot police what their staff remember, and will not accept a restriction on investing in a sector. At due diligence, once an investor has issued a term sheet, an NDA covering the data room is normal. The review advises on what to disclose at each stage without an NDA, the pitch deck and the headline figures, and drafts the NDA for the point at which the investor will sign, with the technical detail, the customer names and the source code held back until then.

The information that needs protecting

What an investor could use is the technology, the customer pipeline, the pricing and the unit economics, and the NDA should define the confidential information to cover those, with the business plan and model included but the fact of the fundraise treated separately. Copyright in the plan and the deck stays with the business under section 11 of the Copyright, Designs and Patents Act 1988, and the NDA should say that no licence is granted. Where the technology may be patentable, disclosure without an NDA can affect the ability to obtain protection, and that is a matter for a patent attorney regulated by IPReg before the pitch.

Portfolio companies and the investor's other interests

An investor's confidentiality obligation is worth less if it may share the information with its portfolio companies or invest in a competitor using what it has learned. The review drafts the NDA to prohibit disclosure to portfolio companies, to confine use to evaluating the investment, and to require the investor to tell the business if it holds or is considering an investment in a competitor, while accepting that the investor will not agree to be prevented from investing in the sector.

Non-circumvention and the introductions the business makes

A pitch introduces the investor to the business's team, customers and technology partners, and the NDA should stop the investor using those introductions to back a competing team, hire the business's staff or approach its customers for a period. The review drafts the restriction proportionately and confines it to the relationships disclosed under the NDA.

Financial promotions and what the business may say

A communication inviting a person to invest in the business is a financial promotion, which section 21 of the Financial Services and Markets Act 2000 restricts unless it is made or approved by an authorised person or falls within an exemption, such as those for certified high net worth individuals and self-certified sophisticated investors. The NDA does not solve that, and the review reminds the business that the deck and the conversation must stay within an exemption, which is a matter for the business's corporate finance adviser where one is engaged.

Duration, remedies and the protection that lies elsewhere

The NDA's obligations should last for a stated period and, for trade secrets, for as long as they remain secret under the standard in the Trade Secrets (Enforcement, etc.) Regulations 2018, with return or deletion of the data room contents if the investor withdraws. The review also advises on the protection the NDA does not give: registered rights in the technology and the brand, assignments of intellectual property from founders and contractors into the company, and the confidentiality provisions of the investment agreement that follows. Personal data disclosed in due diligence is governed by the UK GDPR and the Data Protection Act 2018.

What it costs

NDA review or drafting, £495. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The venture fund refuses to sign an NDA. Should we walk away?

That is the fund's standard position and not a signal about the fund. The review advises on what to disclose without an NDA at the pitch stage and what to hold back, and drafts the NDA for the due diligence stage, when a fund that has issued a term sheet will sign one.

Can the investor share our plan with the companies it has already invested in?

Only if the NDA permits it, and the review prohibits disclosure to portfolio companies and confines the investor's use of the information to evaluating the investment, with an obligation to tell you if it holds an investment in a competitor.

Does an NDA protect our idea from being copied?

It gives you a contractual claim if the investor uses or discloses the information, and a basis for an injunction. It does not stop anyone developing the same idea independently, and it does not replace registered rights or assignments of the technology into the company, which the review advises on alongside the NDA.

Related guidance and services

• Contract review, £495, the service this page describes
• Shareholders agreement, £995
• NDA before selling your business
• Reviewing heads of terms before a deal

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.