How to Sign an NDA Before Viewing a SaaS Business Financials

Signing a non-disclosure agreement is the standard first step before any buyer can access detailed financials, customer lists, or code repositories for a SaaS business listed on marketplaces such as hades.ae, Acquire.com, or Empire Flippers. The NDA protects the seller’s trade secrets while giving the buyer enough data to decide whether to submit a letter of intent (LOI).

Understand What the NDA Actually Covers

A typical SaaS NDA defines “Confidential Information” as monthly recurring revenue (MRR) and annual recurring revenue (ARR) figures, churn rates, customer concentration, churn cohort analysis, source code, and any documentation tied to EBITDA or Seller’s Discretionary Earnings (SDE). It explicitly excludes information already public or independently developed by the recipient. Most agreements run for two to three years after signing and survive the termination of discussions.

Where to Find the NDA

Marketplaces such as hades.ae and MicroAcquire attach a standardized NDA directly to each listing; clicking “View Financials” triggers an e-signature flow via HelloSign or DocuSign.
FE International and Empire Flippers require buyers to complete a one-time master NDA that covers every future deal on their platform.
Direct seller outreach usually means receiving a PDF; insist on an electronic signature to keep timestamps and audit trails.

Step-by-Step Signing Process

Create or log in to your buyer account on the chosen platform so the NDA is pre-populated with your legal entity name and address.
Review the document for carve-outs (public information, independently developed data) and confirm the term length matches your due-diligence timeline—usually 24 months.
Fill in any required fields, including the date and your capacity (individual or authorized signatory of an acquiring entity).
Apply an electronic signature; the platform immediately emails a countersigned PDF to both parties and unlocks the data room.
Store the executed copy in your deal folder; you will need it again when drafting the Asset Purchase Agreement (APA) later.

Common Pitfalls to Avoid

Never request financials before the NDA is countersigned; doing so signals inexperience and can get your account flagged. Watch for overly broad non-solicit clauses that could prevent you from hiring the seller’s team for 12–24 months post-close. If the NDA contains a non-circumvention clause, verify it expires at the same time as confidentiality so you can still approach similar assets through other brokers after the term ends.

After Signing: Next Actions

Once the NDA is live, download the financial model, churn reports, and MRR bridge. Most buyers aim to submit an LOI within 7–14 days; platforms such as Acquire.com automatically time-stamp all document views, giving sellers proof of serious interest. Keep all notes and screenshots inside password-protected folders to maintain the chain of confidentiality required by the agreement.

What is the typical term length of an NDA on SaaS marketplaces?

Most platforms set the confidentiality period at 24 months from the date of signing, long enough to complete due diligence and close an APA.

Does signing an NDA obligate me to buy the business?

No. The NDA only restricts disclosure of confidential data; you remain free to walk away at any stage before signing a binding LOI or APA.

Can I share financials with my accountant or lawyer?

Yes, provided they are under a professional duty of confidentiality or you have them sign a joinder to the original NDA; most platforms allow this without extra paperwork.

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