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Do I Need an NDA? 7 Situations That Require One

Seven concrete situations where an NDA is worth it — and when a handshake or access control is enough.

SendbyLaw Team · Published 2026-08-20

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  • 1. Contractors touching production data
  • 2. Sharing a private file or folder
  • 3. Employees and internal tools
  • 4. Take-home interviews with real data
  • 5. Two companies exploring a deal
  • 6. First coffee with a VC
  • 7. Publishing a case study
  • When access control is enough

You need an NDA when someone will receive non-public information that would hurt you if it spread, and you can realistically get a signature before they receive it. You do not need an NDA to describe a public product in general terms.

This article is general information, not legal advice. SendbyLaw is not a law firm. Have a lawyer review any NDA you rely on.

1. Contractors touching production data

Yes. One-way contractor NDA, then access.

2. Sharing a private file or folder

Yes if the contents are confidential. Use an NDA-protected link rather than an unrestricted share.

3. Employees and internal tools

Yes, usually as part of employment confidentiality — not as the only HR document.

4. Take-home interviews with real data

Yes. If the brief is a generic puzzle, no.

5. Two companies exploring a deal

Usually a mutual NDA before exchanging roadmaps or customer names.

6. First coffee with a VC

Often no. Many funds will not sign. Keep the first narrative non-sensitive.

7. Publishing a case study

You may need the customer’s permission (sometimes a separate release), not only an NDA you signed last year.

When access control is enough

If nobody else will receive the file, an NDA adds nothing. Lock the folder. Use an NDA when a human outside your account must see it.

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