The moment an introduction is made, confidential information starts to move. A sponsor exposes its project, financial model, cap table and the very fact that it is raising. An investor exposes its mandate, ticket size, identity and indicative interest. Both are sensitive, and both deserve protection before the conversation gets substantive.
Why an NDA comes first
An NDA (non-disclosure agreement) obliges the party receiving information to keep it confidential and to use it only for the agreed purpose — here, evaluating the opportunity. It is the standard first document of any introduction, signed before a data room is opened or a mandate is shared in detail.
Which NDA fits the situation
- Both sides sharing? Use a mutual NDA, or — better for a capital introduction — the Investor–Sponsor NDA, which is tailored to protect the sponsor's deal information and the investor's mandate and identity at the same time.
- Only one side sharing? A one-way NDA is cleaner — for example, a sponsor opening a data room to an investor who is not yet disclosing anything sensitive.
- An individual seeing the information? An adviser, analyst or director can give a confidentiality undertaking in their own name.
The two clauses people forget
Two provisions matter most in an introduction and are the ones most often left out. The first is anti-circumvention: the investor should not use what it learns to go around the sponsor (or the introducer) and do the deal directly to avoid a fee or a counterparty. The second is preserving the introducer's position: if an introducer brought the parties together, the NDA should say plainly that it does not entitle either side to cut the introducer out.
What an NDA does not do
An NDA is not a deal and not a fee agreement. It does not oblige anyone to invest, does not grant rights over the information, and does not, by itself, protect an introducer's commission — that is what an introduction agreement is for. It also will not cover information that is already public, independently developed, or compelled by law.
These are starting-point templates for ordinary business use, not legal advice. The right NDA depends on the parties and the information at stake — review it with qualified counsel before you sign and before you open the data room.