The NDA belongs before the pilot, not after

A free or low-cost pilot file is a sensible way to evaluate an accounting outsourcing provider. You get to see the working papers rather than the sales deck, and you find out in a week what a reference call would never tell you.

But look closely at the order of steps a provider proposes. A surprising number of them run like this:

1. Discovery call
2. Free pilot file
3. NDA and secure onboarding
4. Ongoing engagement

Step two happens before step three. Which means the provider works on a live client file — real names, real numbers, real identification details — before any confidentiality agreement exists between you.

Why this is not a technicality

The data in a pilot file is not yours. It belongs to your client, who gave it to you under an engagement and, in most cases, under a professional duty of confidentiality that you owe them personally.

When you send that file to a third party with nothing signed, three things are true at once:

• you have no contractual restriction on what the provider does with the data
• you have no agreed position on retention, deletion or sub-contracting
• you have, arguably, made a disclosure your client did not authorise

None of that is fixed by the NDA you sign a fortnight later. An agreement signed after a disclosure does not retroactively govern it.

An NDA that arrives after the file has been worked on is a document about the next file, not this one.

The sequence that works

Move the agreement ahead of the file:

1. Discovery call. Client base, filing volumes, software, working paper standards. No data changes hands.
2. NDA and secure access. Mutual confidentiality agreement signed. Named staff identified. Access provisioned through your own systems so the records stay in your environment.
3. Pilot file. Now the provider works on something real, under an agreement, with a named person accountable.
4. Ongoing engagement.

This costs nothing and delays nothing. An NDA is a same-day document. Any provider who resists signing one before a pilot is telling you something you should listen to.

It is also better selling

We changed our own process for exactly this reason, and found the conversation improved. “We sign a confidentiality agreement before we open your file” is a stronger opening than “here is something for free.” The first answers the question a partner is actually worried about. The second answers a question nobody asked.

Free work is a weak signal anyway. It attracts firms looking for unpaid capacity and tells you nothing about whether they will commit. A pilot that is scoped, agreed and covered by an NDA filters for the firms you actually want.

One more thing worth asking

Ask what happens to the pilot file afterwards if you decide not to proceed. The answer should be that it is returned or destroyed on your written instruction, with confirmation. If the provider has not thought about that, they have not thought about the NDA either — they have only thought about signing one.

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