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Non Disclosure Agreements – or NDAs – are the legal foundation to all deals.
Think of them like a very important gatekeeper. Quite simply if you can’t agree an NDA, you can’t give a potential counterparty access to the sensitive information in your data room.
The NDA defines the rules of engagement – who can see what, for how long, and with what obligations. The stakes are high if a competitor, employee, or regulator gains access.
While it sets the groundwork for the deal – it operates entirely separately to the deal. The NDA can be enforced irrespective of whether a deal ever gets signed.
Then there is the tussle between sponsors and lenders as to how broad the NDA is. Naturally borrowers tend to want broad protection across all confidential information with long time lines for enforceability.
On the other side of a deal, lenders want to ensure that NDAs don’t inadvertently cover public, already known or non sensitive information. Shorter durations and limited liability are also high on the agenda.
NDAs can be unilateral or mutual. In the latter situation, the lender might want to benefit from protection if they share proprietary views or data.
Whatever your role in the market, you could be reviewing dozens or even hundreds of deals a year. Each one could have a bespoke NDA – with even small changes requiring legal review.
With access to the data room key to getting the process started, NDAs can become a bottleneck and source of frustration. Rather than getting stuck into the data room, you are playing email ping pong with the legal team.
If changes are negotiated, the workflows are taken offline and a documentation blind spot. Manual processes open up the possibility of inconsistent templates and version control issues.
Termgrid streamlines NDA workflows by introducing automation, standardization, and transparency.
As a sponsor, you can upload your standard NDA and – with a single click – send it to all participants in the deal process. No more tracking versions across email chains or chasing signatures. Sponsors using Termgrid report a significant drop in redlines, with many lenders accepting terms as-is thanks to the clear, centralized approach.
The result: faster access to the data room, fewer legal bottlenecks, and more time focused on getting the deal done.
“We used [click through NDAs] on a project recently and it was great -90% of people clicked through.”
Principal –Capital Markets, Global Private Equity Sponsor
A click-through NDA is a non-disclosure agreement that a recipient accepts with a single click, usually before accessing a data room. It replaces separate signing with a quick acceptance step while still creating a binding agreement and an audit trail.
Yes, they are generally enforceable when the recipient can clearly read the terms and takes a deliberate action to accept them. Enforceability depends on the jurisdiction, so terms should always be reviewed by legal counsel.
A unilateral NDA protects information shared by one party, usually the sponsor disclosing to lenders. A mutual NDA protects both sides, which matters when the lender also shares proprietary data.
Because data room access depends on an agreed NDA, any delay holds up the whole process. With bespoke NDAs on every deal, small changes trigger legal review and version control issues that slow things down.
Sponsors can upload a standard NDA and send it to all participants at once, so lenders accept and gain access in a single click. This cuts redlines and gives the deal team faster, centralized, auditable access.
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