How to sign an NDA online

Is an e-signed NDA valid?

Yes, for most NDAs. Under the federal ESIGN Act and each state's version of UETA, a contract can't be denied legal effect just because it was signed electronically. NDAs don't fall into any of the excluded categories, like wills or family law. Whether a particular NDA is enforceable still depends on what it says, which is where most of the care should go.

What a solid NDA includes

• One-way or mutual. Does only one side share secrets, or both?
• What counts as confidential. Specific enough to be meaningful, not "everything we ever say."
• What doesn't. Information that's already public, already known to the recipient, or independently developed.
• What the recipient may do with it. Usually: use it only to evaluate or perform the deal, and share it only with people who need to know.
• How long it lasts. A set number of years, or until the information stops being confidential.
• What happens at the end. Return or destroy the materials.
• Signatures from someone with authority to bind each party, with names, titles and dates.

Two federal rules worth knowing

• Trade secret whistleblower notice. Under the Defend Trade Secrets Act, an employer must give notice of whistleblower immunity in any agreement with an employee that governs trade secrets or other confidential information. "Employee" includes contractors and consultants. Skip the notice and the employer can't win exemplary damages or attorney fees from that person under the Act.
• Harassment and assault disputes. Under the Speak Out Act, a nondisclosure or nondisparagement clause agreed to before a sexual assault or sexual harassment dispute arises isn't enforceable as to that dispute, where the conduct is alleged to break federal, tribal or state law.

If your NDA is for employees or contractors, have a lawyer check it against these rules and your state's.

Send an NDA with SignMaster

Each document you send is an envelope: one or more documents going to one or more signers.

1. 1

   Upload your NDA

   Start a new envelope and upload the PDF. Save it as a template if you send NDAs often, with the other party's name and company as fill-in fields.

2. 2

   Add the signers

   Add the other party by name and email. For a mutual NDA, tap Add me too and choose who signs first.

3. 3

   Place the fields

   Add signature, name, title and date signed fields for each side.

4. 4

   Send

   They open the link on any phone or computer, agree to sign electronically, and sign. No account needed.

5. 5

   File the signed copy

   When everyone has signed, each signer gets the signed PDF by email with a certificate of completion showing who signed and when.