NDA Template Before Investment Discussions (UK 2025)

When You Need This Contract

Sharing your business plan, financial projections, customer data, and growth strategy with potential investors creates significant confidentiality risk. An investment NDA protects this sensitive information during fundraising, ensuring investors cannot share your pitch materials with competitors, use your business model to inform competing investments, or disclose your financial position to the market. However, many VCs refuse to sign NDAs, so understanding when to insist and when to accept the risk is important.

Key Clauses

• Business plan, financial projections, and valuation information
• Customer data, unit economics, and growth metrics
• Product roadmap and competitive advantages
• Cap table, existing investor, and shareholder information
• Duration appropriate for investment cycle with carve-outs for publicly available information

What to Watch Out For

• Insisting on an NDA with established VC firms who have a policy of not signing them, potentially damaging the fundraising relationship
• Defining confidential information too broadly, including information that is already in the public domain or known to the investor from other sources
• Not including a carve-out for the investor's internal investment committee discussions

Sample Clauses

• Sample investment NDA clause: 'Confidential Information includes but is not limited to: the Company's business plan, financial statements and projections, customer data and metrics, product roadmap, intellectual property, and the terms and existence of these discussions.'
• Sample investor carve-out: 'The Investor may share Confidential Information with members of their internal investment committee and professional advisers on a need-to-know basis, provided such persons are bound by equivalent confidentiality obligations.'