NDA (Non-Disclosure Agreement)

A non-disclosure agreement (NDA) is a contractual obligation of confidentiality between two parties. In European M&A, the seller typically requires every bidder to sign an NDA before receiving VDR access. The NDA defines the permitted use of disclosed information, restrictions on copying and forwarding, and a defined return-or-destroy obligation at the end of the deal.

Modern VDRs can enforce NDA acceptance as a gating condition before document access — Papermark, Drooms, and FORDATA all include this feature.

Last updated: May 2026.