NDA Negotiation Response Templates

// Template A: Standard revisions | Template B: Prior knowledge carve-out | Template C: Non-compete rejection

// TEMPLATE A — REQUESTING STANDARD REVISIONS
Subject: NDA Review — [Your Name] — Proposed Revisions

Hi [Name],

Thank you for sending the NDA. I've reviewed it and have a few standard items:

1. Section 1 (Confidential Information): I'd like to narrow the definition to
   information disclosed for [specific purpose] and add the standard 5 exclusions.
2. Section 4 (Term): I'd suggest changing the perpetual obligation to a 3-year
   term with trade secrets surviving for 5 years.
3. Please confirm there are no competitive restriction provisions.

Happy to send revised language. Let me know how you'd like to proceed.
[Your Name]

// TEMPLATE B — REQUESTING PRIOR KNOWLEDGE CARVE-OUT
I'd like to add a prior knowledge carve-out with an Exhibit A listing existing
projects and technologies I'm currently working on. This is standard practice
and ensures pre-existing work creates no ambiguity. I'll send a draft for review.

// TEMPLATE C — REJECTING HIDDEN NON-COMPETE
I noticed Section 8 contains language restricting competitive activity for
2 years following termination. This is a non-compete agreement, not a
confidentiality provision. I'm not able to accept it as part of an NDA without
a separate, thorough review of scope, geography, and compensation. If a
non-compete is important to you, I'm happy to discuss it as a standalone
agreement.