You require an NDA before someone opens a file by setting the share link to "Anyone who signs the NDA", so the document only becomes readable once the recipient has verified their email and signed. This is on Pro and Business, and it applies at the point of opening, not after.
Steps
- Decide the NDA's shape. The share dialog offers a built-in one-way or mutual NDA, filled from the purpose and term you set. Our mutual NDA and one-way NDA templates show what each covers.
- Open Share on the room, folder or document you want to protect. An NDA is set on each share, not on the room itself.
- Set "Who may open this" to "Anyone who signs the NDA" (Pro and Business), then fill in the NDA details: one-way or mutual, the purpose, the term and your signatory.
- Leave "Verify the recipient by email before they sign" ticked (it is on by default). The recipient enters a six-digit code sent to their inbox before they can sign, so the signature is tied to a confirmed address.
- Send the link. The recipient verifies their email, signs the NDA, and only then does the document open.
- Check the record afterwards. You get an "NDA signed" notification, the signed NDAs are listed against the link, and the document's Activity tab shows whether they went on to open it.
Edge cases and what to check
The NDA step is on Pro and Business. On Plus, a link can ask for a verified email (a one-time six-digit code); on Free, a link can ask for an email address, and "Only the people I name" verifies each named person on every plan. Weigh whether the document genuinely needs a signed NDA before viewing, or whether a verified email alone is enough. Our guide on whether investors should sign an NDA before seeing a pitch deck covers this judgement call in one common scenario, and the same logic extends to any sensitive first share.
An NDA gate records that someone signed, against an email they verified, before the file opened. It does not stop them from screenshotting or forwarding the content afterwards, so keep the per-viewer watermark on screen, which is on by default on every plan, if traceability after the fact matters as much as consent beforehand. If you change the NDA, saving publishes a new version, and anyone who signed the earlier one is asked to sign again before the documents open.
Deciding when an NDA gate is worth using
Not every document needs an acceptance step before it opens. Weigh it against what is actually at stake.
| Situation | NDA gate worth it | A verified email alone is enough |
|---|---|---|
| Early pitch deck to a new investor | Often yes, before any financials are shown | If the deck itself has no sensitive numbers |
| Draft contract to a known counterparty | Rarely, they are already bound by the relationship | Usually, you mainly need to confirm receipt |
| Diligence pack in an active deal | Yes, especially for a bidder who might drop out | Not enough on its own for financial detail |
| Internal offer letter to a candidate | No, an NDA is the wrong instrument here | Yes, confirming the right person opened it |
Use this as a starting point rather than a rule. The deciding factor is always what happens if the content reaches someone who was never meant to see it, and whether a signed NDA actually changes that outcome.
If your current tool cannot do this
If your current sharing tool has no NDA gate, or the "NDA" step is just a link to a PDF the recipient is trusted to read on their own, check it against this standard: does signing genuinely block the file from opening, and is it recorded against a verified email address?
- If the NDA is emailed separately and the file goes out regardless, there is no actual gate, only a request for goodwill.
- If acceptance is not timestamped or tied to an identity, you have no record worth relying on if a dispute arises later.
- If there is no way to update the NDA text without resending the whole document to every recipient, the workflow does not scale past a handful of people.
A platform where the file is locked until the NDA is signed, and that signature is recorded, clears this bar. What is an NDA, and when do you actually need one covers the underlying legal question, and the NDA gate is how 99 Data Rooms enforces it on each share.
Keep a record of which version of your NDA was live behind a given link when someone signed it. 99 Data Rooms keeps each version of the NDA text, so the record shows what a particular recipient actually agreed to, rather than what your current wording happens to say today.
Frequently asked questions
Does an NDA gate actually stop the file from opening, or just show a message? On 99 Data Rooms, the file is locked until the recipient has verified their email and signed the NDA shown. Signing is required before the document loads; it is not a message you can dismiss and skip past.
What plan do I need for NDA gating? The NDA step is on Pro and Business. Verified email (a one-time six-digit code) is available from Plus, and on Free a link can ask for an email address.
Can I use my own NDA text? The NDA gate uses the built-in one-way or mutual NDA, with the purpose and term you set, and the recipient sees that exact agreement before anything opens. If you only need your own wording accepted, the "Terms to accept before viewing" option, also on Pro and Business, records a tick instead of a signature.
Is the NDA gate a signature or a tick? It depends on the option. "Anyone who signs the NDA" collects a signature before anything opens and emails both sides the executed copy. "Terms to accept before viewing" records an acceptance against the viewer's email, with a timestamp and the exact wording shown. You do not need a separate e-signature step for the NDA.
Does an NDA stop someone from forwarding the file after they open it? No. It controls the point of entry, not what happens after the file is on screen. The per-viewer watermark, on by default on every plan, is what lets a screenshot point back to the email address that signed.
Gate it before they see it
Requiring a signed NDA before a single page loads is on Pro and Business, built for exactly this moment. Set it on the share for your room or document and see the signed record land in real time. Check pricing for Pro, or start free: email-address checks are on Free, verified email from Plus, and the NDA step on Pro.
Sources
- NDA gating and signing-record behaviour reflect 99 Data Rooms product facts.