On this page

• What an NDA actually does
• What an NDA does not do
• Mutual vs. one-way
• Digital NDA signing
• NDAs and file sharing
• Templates vs. your lawyer’s paper

An NDA (Non-Disclosure Agreement) is a contract. One party (sometimes both) agrees not to spread or misuse confidential information learned from the other. Companies use NDAs before they open a data room, send a deck, or let a contractor into a repo. Individuals use them before they share a manuscript, a film cut, or a customer list.

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

What an NDA actually does

At minimum, an NDA names the parties, describes confidential information, limits purpose (evaluation, services, employment), forbids extra disclosure, and sets a time limit. Some add return-or-destroy duties, injunction language, or audit rights. None of that magically marks a file as secret — it creates a contractual duty around access you already control.

What an NDA does not do

• It does not replace access control (passwords, repo permissions, link expiry).
• It does not stop someone from independently inventing the same idea.
• It does not hide information that is already public or that the recipient already had.
• It does not guarantee a court will enforce every clause in every country.

Mutual vs. one-way

One-way (unilateral) NDAs protect disclosures from you to them. Mutual NDAs assume both sides will share. If you only send a file, one-way is usually the right shape. If you are negotiating a partnership, mutual is usual. See our comparison of mutual vs. unilateral NDAs.

Digital NDA signing

Paper NDAs stall because printers and wet ink stall. A digital flow presents the text, captures a signature, timestamps it, and only then unlocks the content. SendbyLaw is built around that sequence: configure a template or paste your own, send a short link, recipient signs, then the file or URL opens. You can see who signed from the dashboard.

NDAs and file sharing

Email attachments are easy to forward. An NDA-protected link does not make forwarding impossible, but it creates a named assent before first access and an audit trail of signatures. Free SendbyLaw accounts can wrap an existing HTTPS URL or host files up to 200 MB each (512 MB storage). Paid plans raise the per-file cap to 1 GB on Pro and 4 GB on Ultra, with storage from 1 GB (Basic) to 4 TB (Ultra).

Templates vs. your lawyer’s paper

Jurisdiction-aware templates help you start quickly. Company paper from counsel is often better for high-stakes deals. SendbyLaw supports both: generate a draft or upload your own NDA text. Either way, the platform is the delivery and signing layer — not your attorney.

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