Pitch Deck Disclaimers: What to Say, Where to Put It

A pitch deck disclaimer is a short notice, usually on or right after the cover, that says the deck is informational, is not an offer to sell securities, is confidential, and contains forward-looking statements that may turn out wrong. Most US pre-seed and seed decks need a version of it. But the wording is the smaller half of the job. How you distribute the deck, and who can open it, decides far more than the footer does.

This guide covers what to include, where to place it, sample language to hand to your lawyer, and the controls that make a confidentiality notice mean something. It is general information for founders, not legal advice.

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TL;DR

• Use a short notice near the front: informational only, not an offer or solicitation, investment only through definitive documents, confidential, forward-looking statements may differ materially.
• Put targeted cautions on the slides that need them: projections, market size, traction claims and anything the investor might rely on.
• A disclaimer cannot fix a deck that is misleading, and it cannot turn public outreach into a compliant private offering. Settle the distribution plan with securities counsel first.
• “Confidential” in a footer is not an NDA. Pair the notice with audience-specific links, limited access and a record of who opened the deck.
• Don’t open with a wall of legalese or a risk slide. It reads as defensive and buries your story.

Table of Contents

• Start with distribution, not wording
• What a seed-stage deck disclaimer should contain
• Sample wording to take to your lawyer
• Where the notice goes
• What a disclaimer cannot do
• Should you watermark the deck?
• Controls that give the notice teeth
• Our perspective
• Where the raise room fits
• A pre-send checklist
• FAQ
• Sources

Start with distribution, not wording

The most common mistake is asking “which disclaimer should I copy?” before asking “how is this deck going out?”

The SEC explains that a communication that conditions the market or arouses public interest in a security is generally viewed as an offer of securities. Depending on the exemption you rely on, public posting or mass outreach can be general solicitation. Rule 506(b) generally prohibits general solicitation. Rule 506© permits it, but only when every purchaser is an accredited investor and the company takes reasonable steps to verify that status. The SEC says self-certification alone is not enough.

The practical consequences:

• A deck posted openly on your website, a public social post, or a blast to a purchased list is a different legal event than a deck sent to an investor you have a relationship with.
• A line saying “this is not an offer” does not change what the communication is. A disclaimer cannot convert a public pitch into a compliant 506(b) communication.
• If you do raise under Regulation D, the SEC says a company must file a Form D notice within 15 days after the first sale of securities in the offering. Your counsel will track that date.

So before you polish a single sentence, decide with a securities lawyer whether you are doing relationship-based outreach or publicly visible outreach. Bring the actual deck, your entity type, and your distribution plan.

What a seed-stage deck disclaimer should contain

Gunderson Dettmer’s 2025 seed-financing guidance lists forward-looking statements, risk factors, regulatory and financial disclosures, and legal disclaimers as relevant to pitch materials. Pulling that together with filed investor-deck examples, a typical notice has five parts.

1. Informational purposes only

Say plainly that the deck is provided for information and discussion. Filed presentations on SEC.gov use this kind of opening, for example a 2022 investor deck stating that the presentation does not constitute an offer or invitation for the sale or purchase of securities and was prepared solely for informational purposes.

2. Not an offer or solicitation

State that the deck is not an offer to sell or a solicitation of an offer to buy securities, and that any investment will be made only through definitive transaction documents. That second clause matters to a founder: it tells the reader the deck is not the contract and that numbers in it are not promises.

3. Confidentiality with permitted use

“Confidential” alone says very little. A useful clause says what the recipient may do. Based on the structure in a filed private-placement memorandum example, which limits use to evaluating the investment, restricts disclosure and copying, and provides for return on request, a startup version can say the recipient will:

• use the deck only to evaluate a possible investment in or engagement with the company;
• not share it, except with advisers who need it and who owe confidentiality duties;
• not copy or commercially use it;
• return or delete it if asked or if discussions end.

That is a formal-document model, not a universal startup template, so keep your version shorter and plainer.

4. Forward-looking statements

Warn that projections, forecasts and other statements that are not historical fact are subject to risks and uncertainties, and that actual results may differ materially. Then actually label the slides, which is covered below.

5. No reliance on the deck alone

Some decks add that the recipient should rely on its own diligence and on the definitive documents. This is reasonable, but it is a lawyer’s call, especially if you are relying on a specific exemption.

Sample wording to take to your lawyer

This is a drafting starting point, not a template to paste in. Your counsel should adjust it to your entity, state and exemption.

Notice. This presentation is provided for informational purposes only and is not an offer to sell, or a solicitation of an offer to buy, any security. Any investment will be made only under definitive transaction documents. This presentation is confidential. By viewing it, you agree to use it only to evaluate a possible investment in the company, not to share it except with advisers bound by confidentiality duties, not to copy or use it commercially, and to return or delete it on request. This presentation contains forward-looking statements, including projections, which are subject to risks and uncertainties; actual results may differ materially.

That is about 100 words. It fits in a small-type box on slide two without crowding your story.

Where the notice goes

Put it on the cover in small type, or on the slide immediately after. Then repeat short, specific cautions where the risk actually sits.

Slide	What to add
Cover or slide 2	The general notice above
Traction and metrics	Label figures as historical and give the period, such as “MRR as of September 30”
Financial projections	Label as forecasts, list two or three key assumptions
Market size	Name the source and year; say it is an estimate
Competition	Avoid absolute claims like “no competitors” or “first and only” unless you can prove them
Team and IP	Don’t imply patents or approvals you don’t hold

The SEC’s presentation guidance for registered offerings stresses that graphics and claims must accurately represent the business, avoid selective or misleading presentation, and use clear language. A private seed deck is not a public registration statement, but the principle is a good editing rule: if a reader could come away with a false impression, fix the slide.

Where to avoid it: don’t open the deck with a full-page disclaimer, a risk slide, or a SWOT. Investor-facing advice on common deck mistakes flags exactly that, saying that generic disclaimer slides at the start make a weak first impression. Keep the notice small and the story first. For the order of the rest, see our guide to the investor-focused pitch deck slide order.

What a disclaimer cannot do

Two limits are worth stating bluntly.

It cannot cure a misleading deck. Anti-fraud rules apply regardless of the footer. Unsupported forecasts, omitted context or inflated traction stay risks even when the last slide says “not an offer.” Gunderson Dettmer’s guidance and filed examples point to the same drafting rule: the disclaimer must be consistent with the rest of the deck. If slide six presents a forecast as a fact, a caution on slide twelve will not repair the impression.

It cannot create confidentiality. The USPTO’s trade secret toolkit says protection depends on reasonable measures to keep information secret: limiting access, marking material confidential, controlling digital permissions, and using confidentiality agreements where genuine trade secrets are shared. A footer is one of those measures. It is not all of them. And it is not a signed NDA.

That is also why asking investors for an NDA before a first look usually backfires. Early-stage investors rarely sign them, and a founder who insists can seem to be signaling a weak moat. The better answer is to decide what truly needs protection and share it in stages. We walk through that in skipping the NDA with three-tier deck confidentiality.

Should you watermark the deck?

Some founders add a “confidential” watermark across every slide. One widely read founder essay argues you should not watermark your pitch deck, partly because the likelier outcome is that you send the watermarked version to the wrong investor, and partly because a deck sent for a first meeting cannot truly be kept secret. It was published in 2018, but the operational point holds.

The middle path is a restrained one: a small, light identifier on downloaded copies that ties the file to a recipient, rather than a giant diagonal stamp that makes the deck harder to read. Whatever you choose, keep a clean unmarked master and a naming scheme so the right version goes to the right person. Our pitch deck version control guide covers this.

Controls that give the notice teeth

The USPTO’s guidance gives the operational lesson: confidentiality is shown through reasonable measures, not typography. For a raise, that translates into a short checklist.

1. Send a link, not an attachment. Once a PDF is in an inbox, you have no say over where it goes next.
2. Match the access to the audience. A first-send link for a cold intro should show less than a link for an investor in diligence. Our write-up on private pitch deck links explains the split.
3. Give least-privilege access. Financial models and customer lists belong behind a later stage, not in the first deck.
4. Control downloads. Decide whether each recipient can save a copy at all.
5. Keep an access record. Know who opened what and when. If a question about disclosure ever comes up, a record beats a recollection.
6. Version everything. Know which deck, with which numbers and which notice, each investor saw.

For the mechanics, see how to set up pitch deck access control and our practical guide to secure data rooms for startups.

Be honest about the limits. No tool stops a determined person from screenshotting a slide or forwarding what they read. Tracking tells you what happened. It does not guarantee secrecy.

Our perspective

We built BabyLoveRaise because founders were sending decks as attachments and then hearing nothing. Silence from an investor can mean “never opened it” or “read everything and passed,” and with a PDF you cannot tell which.

That matters for disclaimers in a way people overlook. A founder who cannot see who read the deck tends to compensate with more legal text and more fear. A founder who can see that one investor finished the deck while another never opened it can spend effort where it counts.

Our view is that a good disclaimer is short, accurate and boring. The confidentiality work is done by how you share: one room link per audience, three link registers (first send, forwardable, private), downloads that can carry a measured watermark, and a record of access. We also try to keep tracking honest. It reports on the document, not on the person, and we never promise that it prevents forwarding.

One more point from our side: the legal footer is the least valuable slide in your deck, and it still deserves ten minutes of a securities lawyer’s time. Spend the rest of your effort on slides that hold attention, which per-slide engagement data can show you.

— Paul

Where the raise room fits

If you are about to send your deck to a target list, the raise room gives you a single link that notifies you on first read and shows per-slide engagement, so you can see which investors reached the last slide and which slides were skimmed. Access can be tuned by link type, and when the raise closes the room becomes a free permanent archive. The raise room is $149 per month or $399 per quarter, and the details are on the pricing page. If your deck and notice are still in draft, our data room timing guide explains when to set things up. For how the deck itself should be argued, start with pitch deck strategy for founders.

The room does not write your legal language or decide your exemption. That is for your counsel.

A pre-send checklist

Run through this before the deck goes to anyone.

• Counsel has seen the exact deck, the entity, the exemption and the distribution plan.
• The notice sits on the cover or slide two, in small type, in plain English.
• Every projection is labeled as a forecast with its assumptions.
• Every metric is labeled with the period it covers.
• Market figures cite a source and a year.
• No slide implies certainty, guaranteed returns or approvals you do not have.
• The disclaimer matches the claims made elsewhere in the deck.
• You send a link, not an attachment, and each audience gets its own.
• Sensitive material, such as the financial model and customer names, waits for a later stage.
• You have a record of who received which version.

You can see more of what a finished deck looks like in these pitch deck examples that win investor funding.

FAQ

Do I need a disclaimer on a pre-seed pitch deck?

Most US founders include a short one, because it states that the deck is informational, is not an offer of securities, is confidential and contains forward-looking statements. It is not a legal requirement for every deck, and it is not a shield. Ask a securities lawyer to confirm what suits your entity and your outreach.

Does “confidential” on my deck work like an NDA?

No. A confidential footer does not create a signed agreement or guarantee silence. Trade-secret protection depends on reasonable secrecy measures such as limiting access, marking material and controlling permissions, according to the USPTO toolkit. Share sensitive details in stages and keep a record of access.

Can I post my deck publicly if it has a disclaimer?

A disclaimer does not settle that question. Public posting or mass outreach may be general solicitation, which Rule 506(b) generally prohibits and Rule 506© allows only with accredited-investor verification. Talk to securities counsel before anything goes public.

Should I put the disclaimer at the start or the end?

Put a short notice on the cover or right after it, then add specific cautions on the projection, metrics and market slides. A long legal slide at the front can undercut your story, and a notice buried at the end may never be read.

Sources

• SEC: General solicitation
• SEC: Assessing accredited investors under Regulation D
• SEC: Private placements, Rule 506(b)
• SEC: Securities Act Forms, staff interpretations
• Gunderson Dettmer: Seed and venture financing
• USPTO: Trade secret IP toolkit
• SEC filing: 2022 investor deck example
• SEC filing: private-placement memorandum example
• Alexander Jarvis: Should you watermark your pitch deck?

Recommended

• Founders: Prevent Deck Screenshots and Track Who Reads Each Slide
• How to Set Up Pitch Deck Access Control for Investors
• Skip the NDA: Three Tier Investor Deck Confidentiality for Founders
• Stop Leaks and Close Faster: Private Pitch Deck Links for Founders