An NDA is a contract that protects confidential information shared between a company and a prospect during deal conversations and evaluation.
An NDA (mutual non-disclosure agreement) is a contract that prevents both parties—your company and the prospect—from sharing confidential information disclosed during sales conversations, product demonstrations, or deal negotiations with unauthorized third parties.
The prospect often brings an NDA to the table, especially in enterprise deals or regulated industries. Your legal team may provide your own version. In either case, the NDA matters because it allows both sides to discuss roadmap plans, customer lists, pricing models, technical architecture, and security practices without fear that the information walks out the door.
On a discovery call, you may hear: "Before we dive into specifics, we need you to sign our NDA." This is normal. The prospect's procurement team or legal department usually requires it before anyone shares any detail beyond product category or basic capability. On a real call, it might sound like: "Our compliance team won't let us discuss our current stack or pain points without an agreement in place."
An NDA rarely stops a deal. Instead, it extends the discovery phase by a few days because your legal team must review it, negotiate any terms that conflict with your standard language, and get signatures executed. The prospect is usually willing to help move this along because they're also waiting.
Where reps get stuck: they treat the NDA as a major hurdle or assume it means the prospect is being difficult. It is not. It is a gate that nearly all large companies use. The mistake is to say "we're working with legal" and then disappear for two weeks. Keep the conversation moving while legal handles paperwork. Continue asking discovery questions, send additional materials, or offer a follow-up call as soon as the agreement is signed. The deal momentum depends on you staying visible while the administrative work happens in the background.
| Agreement | Who signs it | When it matters | What it covers |
|---|---|---|---|
| NDA | Mutual (both parties) | Before deep discovery | Confidential information shared by either side |
| Service Level Agreement (SLA) | Vendor and customer | After deal closes | Uptime, response times, support commitments |
| Data Processing Agreement (DPA) | Vendor and customer | Before or at close if data is involved | How personal data is handled, compliance terms |
| Statement of Work (SOW) | Vendor and customer | At or near close | Scope, timeline, deliverables, payment terms |
An NDA is about information protection during the sales process. A DPA is about data handling during the relationship. An SLA is about performance guarantees after the deal closes. A Statement of Work spells out exactly what you will deliver.
Reps sometimes rush through or skip getting an NDA signed because they think it will slow the deal. The opposite is true: without an NDA, the prospect's legal and procurement teams cannot move forward, and you actually waste more time. Treat it as a required checkpoint, not a barrier. Have your legal contact information ready when the prospect asks for one. Coordinate on turnaround time upfront ("Our legal team typically responds within two business days").
The other mistake is sharing too much before an NDA is in place. If a prospect asks you to detail your pricing model, security architecture, or roadmap before signing, push back gently: "We're happy to go deep on those topics—our legal team just asks us to have an agreement in place first so we're both protected. Can we get that signed and jump on a call Thursday?"
Either party's NDA works, but legal teams usually prefer their own template because they know the terms. In practice, your legal team and theirs negotiate and often end up with a hybrid version. Push for speed: ask if there's a standard version they use for all vendors, and whether your legal can review it within 48 hours.
Hold back specific numbers (pricing, ARR, customer names), detailed product roadmap, security architecture details, and any customer case studies or performance data. Generic product features and general use cases are usually fine to discuss openly.
If both legal teams have a standard template, 2–5 business days. If one side wants to negotiate terms, 1–2 weeks. Keep momentum by scheduling your next call before the NDA is fully signed, so you're ready to go the moment it's executed.
You can share your general pricing model or range, but not customer-specific pricing, discount thresholds, or margin details. If they ask for a quote before signing, say you'll draft one as soon as the NDA is executed—usually just a few days away.
Part of our guide to Discovery calls.
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