Question: A friend of mine (for real, not me) received an offer letter from two tech firms in Silicon Valley. Let's called one X and the other Y.

X's offer letter has a better salary and sign-on bonus. However, my friend prefers to go to Y. Y is willing to match X's salary and sign-on bonus, but wants proof in the form of the offer letter. However, X's offer letter is marked "confidential". My friend did not sign an NDA before going in for an interview.

Under these circumstances,

1. Can my friend share X's offer letter with Y?
2. Does there have to be an NDA signed with X before the offer letter is considered actually confidential?

Answer: 
Your friend didn't sign an NDA with company X, so if they show company X's document marked "confidential" to company Y, and company X finds out, can company X *sue* them? Probably not.

Could company X *blacklist* your friend, though? Entirely possible, and justifiable.

And even if company X never finds out, company Y, upon seeing the document marked "confidential", now knows that your friend is willing to breach a company's confidentiality. And if your friend is willing to do it once, well, you get the picture. It's not a good signal to send (to put it mildly).

Note that this answer isn't in any way specific to offer letters or salary negotiation -- the reasoning here holds for *any* document marked "confidential".
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> "Y wants proof in the form of (seeing) the offer letter"
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Run away from Y. Do not even respond to them in any way. Ghost them.
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* This behavior from Y is so unprofessional, **so far outside the industry norms**, that I would suggest it is likely it is some **rogue** idiot at Y who said that.
* It is so bizarre, so unprofessional, it could well be some sort of scam. So, the party at Y who said this: for some reason just wants to see the format (or whatever) of the X letter, perhaps see who is involved, perhaps learn something about a product or team at X, etc.

You *must not* be seen to be even vaguely involved with anything like this.

Get as much distance from it as possible.

What would I do personally? I would perhaps actually *tell the folks at X* about this bizarre behavior.

I would do it on the phone so there's nothing in writing. (You don't even want to be *associated* with anything so bizarre / irregular / unprofessional.)

> 
> "Steve, funny thing happened. As you know I have many offers. Someone at Y actually told me they wanted to *see* your written offer. Obviously I just ghosted them from then on. I wanted to mention this to you because it was just so unprofessional I wanted to assure you that, obviously, I would never do that as no sensible person would ever do that! Weird huh?"
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> 
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The situation is so bizarre I'm not even sure what's best.

You have to think of your future reputation. So, "when Y asked to see a confidential letter from a competitor **what did you do**?" You're going to have to "have an answer" to that for your whole career. As I say, I'd just ghost Y from then on, you can't be associated with anything like that.

Strange stuff.

Some further points of confusion.
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"NDA"
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The term "NDA" has been mentioned a couple of times on this page. There is utterly no connection, whatsoever, in any way, to "NDAs" with anything under discussion here.

'Ethics' and 'Morals'
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There's no involvement with "morals" here. Check a dictionary.

There's really no "ethical" issue. (For example, it's "unethical" for lawyers to discuss certain issues.)

It's more a matter of "professionalism", "industry standards" or "business-like behavior".

For example, when I was a youth, I once accidentally spoke about a client - not knowing one of the client was in the elevator! It wasn't "unethical", just "stupid".

Letter stamped confidential
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It's like a shop putting up a sign "You may not shoplift."

*Of course* you treat it confidentially.