How to Write an NDA That Protects Your Sales Pipeline

Your sales team is closing five-figure deals daily and pushing revenue targets ahead of schedule. But then, the non-disclosure agreement (NDA) roadblock hits—a legal bottleneck that can stall deals for days or even weeks.

But NDAs don’t have to slow you down. Top sales teams streamline NDAs with pre-approved templates and instant e-signatures and ensure legal coverage without deal friction.

Whether sharing product roadmaps, customer data, or pricing strategies, you need an NDA with clear scope, minimal legal jargon, and instant digital approval to keep deals moving. One that satisfies legal teams without bogging down your sales cycle.

In this guide, you'll learn how to create NDAs that protect your business without stalling your deals.

What’s an NDA, and why does your sales team need one?

A non-disclosure agreement (NDA) is a legal contract that keeps confidential information under wraps when sharing it with potential customers, partners, or vendors. It creates a protected space where both parties can discuss sensitive details without the risk of leaks or competitive misuse.

For sales teams, NDAs act as credibility boosters that show prospects and partners your company takes confidentiality seriously. Most NDAs specify:

• What qualifies as confidential—documents, discussions, or data.
• How it can be used—internal reviews, limited partner collaboration.
• What happens if it's shared—legal action, financial damages.

The cost of information leaks goes beyond lost revenue. Data breaches can result in lawsuits, regulatory fines, and plummeting stock prices—costing companies millions.

An iron-clad NDA gives your sales team the confidence to share what matters while maintaining control over how that information travels.

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9 non-negotiable elements of an NDA

Every effective NDA needs key elements to protect your company's confidential information while staying legally enforceable. Here are nine essentials that keep sales negotiations and discussions secure from defining confidentiality to enforcement.

Definition of confidential information

The definition of confidential information is your NDA's foundation. It specifies exactly what information needs protection—from product specs and pricing structures to customer lists and sales strategies.

Be specific but maintain flexibility. Instead of listing every document type, use clear categories like "all information marked confidential" or "data related to our product development." This protects you when sharing unexpected details during sales discussions.

For example, in a software proposal, your confidential information might be defined as "all source code, architecture diagrams, API documentation, and technical specifications relating to the Company's software products."

Permitted use and disclosure

Permitted use and disclosure defines how the receiving party may use your confidential information and with whom they may share it. This section needs clear boundaries to prevent misuse while enabling necessary business discussions.

Common permitted uses include evaluating potential partnerships, internal review by key decision-makers, and specific project collaboration. Always include language allowing disclosure to employees and advisors who need to know, but require them to maintain the same confidentiality standards.

Specify that all other uses or disclosures need written permission. This keeps you in control while giving prospects enough room to evaluate your offering properly.

Exceptions to confidentiality

Exceptions to confidentiality outline scenarios where secrecy obligations don't bind the receiving party. These carve-outs protect both parties from unreasonable liability while keeping the NDA enforceable.

Standard exceptions include information that becomes public through no fault of the receiving party, data they already had before disclosure, or details independently developed without using your confidential information. You also need to permit disclosure when required by law or court order, though with notice when possible.

🚨 Red flag: Some prospects weaken your NDA by adding vague “pre-existing knowledge” or “residual memory” clauses. Stick to standard carve-outs like publicly known info unless there's a strong business reason to make an exception.

NDA term

The NDA term sets the period during which new confidential information can be shared under the agreement. Most NDAs run for one to three years from signing, with an option to renew if both parties agree.

Think of it this way: The NDA term sets the window for sharing confidential information, while the confidentiality term dictates how long it must stay protected—even after the NDA expires. Align NDA terms with expected deal cycles and partnership timelines to avoid renewal hassles.

Term of confidentiality

The term of confidentiality defines how long information must be kept secret after sharing. While some companies push for indefinite terms, most NDAs specify practical periods like two to five years from disclosure. This gives enough protection while remaining enforceable.

For sales teams, longer terms make sense when sharing foundational IP or strategic roadmaps. Shorter terms work better for time-sensitive data like pricing or market plans.

Obligations of the receiving party

The obligations of the receiving party spell out exactly what they must do to protect your confidential information. This section needs teeth to be meaningful but can't be so restrictive that it paralyzes normal business operations.

The receiving party must use reasonable security measures—like limiting access to necessary team members, maintaining secure storage systems, and preventing unauthorized copying. They should also notify you promptly about any unauthorized disclosure or breach.

For example, if you share your pricing engine with a potential partner, they might need to restrict access to their pricing team, store the data in encrypted folders, and maintain a log of who views the information—the same way they protect their own pricing data.

Return or destruction of information

Specify what happens to confidential information when the agreement ends or a deal falls through. Standard practices include returning physical documents, deleting digital files, and destroying copies within a set timeframe (usually 30 days).

For instance, if you've shared product specifications with a potential reseller and the partnership doesn't materialize, your NDA should require them to permanently delete all specification documents from their systems and confirm deletion in writing within 30 days of the deal ending.

Remedies for breach

Remedies for breach outline what happens if confidential information gets misused or leaked. Since monetary damages can be hard to calculate for information leaks, most NDAs include the right to seek immediate court orders (injunctive relief) to stop unauthorized use.

Include specific monetary penalties only when you can justify the amounts. Courts prefer reasonable remedies that match actual business harm rather than arbitrary numbers.

For example, if your sales data gets leaked, a reasonable remedy might include recovering provable lost revenue plus the cost of implementing new security measures—rather than an arbitrary penalty like "$1 million per breach."

Chosen courts

The chosen courts (or "choice of venue") clause specifies which state or country's courts will handle any legal disputes about the NDA. This matters because different jurisdictions have varying laws about confidentiality and sales contract enforcement.

For sales teams working across regions, pick courts in your home state to avoid costly surprises. Otherwise, you might fight a dispute in an unfamiliar jurisdiction with unfavorable laws.

How to create NDAs with Qwilr

Creating NDAs with sales proposal software like Qwilr simplifies your entire confidentiality process. Instead of juggling separate documents and waiting days for signatures, you can embed legally vetted NDAs directly into your sales proposals.

This means better sales velocity, consistent branding, and secure digital signing.

Getting started is simple. Here’s how to embed an NDA in your proposal.

Open your proposal and locate the Accept Block, where you'll find the Add Agreement option.

From here, you can either start with a blank agreement or select from pre-approved contract templates.

To customize your NDA, click the Edit Agreement button to access the full agreement view. Here you can make deal-specific edits—adjust clauses, confidentiality terms, or timeframes—while keeping your legal team's approved structure intact.

The intuitive editor lets you update terms, add specific confidentiality requirements, or adjust timeframes based on your deal needs.

Then you can save your customized agreement for future use.

With Qwilr's integrated electronic signatures, prospects can review and sign NDAs instantly, keeping your deals moving at modern speed.

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