Non-Disclosure Agreements

Negotiating and Responding to NDAs

A four-step review workflow, professional email templates for requesting revisions, and knowing when to walk away.

You Are Allowed to Negotiate

Many developers treat NDAs as binary: sign or don't sign. The reality is that NDAs are negotiable documents, and requesting changes is completely normal professional behavior. Most companies expect some negotiation, especially from contractors, consultants, and technical co-founders.

The Four-Step Review Workflow

Step 1: Read the Entire Document

Do not skim. Read every clause. Most NDAs are 2-5 pages — this takes 10-15 minutes. Pay particular attention to: the definition of confidential information, the exclusions section, the term, survival provisions, and any IP-related language.

Step 2: Run Your Checklist

Compare the document against your standard checklist:

  • Are all five standard exclusions present?
  • Is the confidentiality definition appropriately scoped?
  • Is the term reasonable (2-5 years, not perpetual)?
  • Is there a prior knowledge carve-out?
  • Are there any non-compete, non-solicitation, or IP assignment provisions?
  • Is indemnification mutual or one-sided?

Step 3: Identify Negotiation Points

Separate issues into three buckets:

  1. Must fix before signing — Hidden non-competes, missing exclusions, IP assignment clauses, perpetual obligations
  2. Should negotiate — Overly broad definitions, asymmetric remedies, excessive liquidated damages
  3. Accept as written — Standard clauses that are reasonable even if not perfect

Step 4: Respond Professionally

Send a concise, professional response identifying specific issues and proposing specific fixes. Do not be apologetic. Do not send a list of vague complaints. Propose exact language changes where possible.

Professional Response Templates

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 I'd like to address before signing:

  1. Section 1 (Confidential Information): The current definition is quite broad. I'd like to narrow it to information disclosed in connection with [specific purpose], and add the standard exclusions for: public domain information, information I already know, information I independently develop, and information received from third parties without obligation.
  1. Section 4 (Term): The perpetual confidentiality obligation is unusual. I'd suggest a 3-year term with trade secrets surviving longer.
  1. Section 7: I noticed language that appears to restrict competitive activity. This falls outside the scope of an NDA and would need to be a separate discussion if still desired.

Happy to send revised language for any of these. Please 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 listing existing projects and technologies I'm currently working on. This is standard practice and ensures that work I was doing before our engagement doesn't create ambiguity. I'll send a draft Exhibit A for your review.

---

Template C: Rejecting Hidden Non-Compete

---

I noticed that Section 8 contains language restricting competitive activity for 2 years following termination. This is a non-compete agreement, not a confidentiality provision, and I'm not able to accept it as part of an NDA without a separate and 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.

---

When to Walk Away

Some NDA provisions are deal-breakers regardless of how the negotiation goes:

  • Non-negotiable non-competes — If they insist on broad competitive restrictions without separate consideration
  • Blanket IP assignment — If they claim ownership of all IP you create during any period of engagement
  • No standard exclusions — If they refuse to add basic exclusions, that signals the intent is to trap, not protect
  • Unilateral amendment — If the agreement allows them to change terms without your consent

Walking away from a signing request is a legitimate professional decision. A company that treats a reasonable NDA negotiation as a dealbreaker is showing you something important about how they operate.

Example

markdown
// NDA negotiation tracker
type NegotiationStatus = 'accepted' | 'pending' | 'must-fix' | 'walk-away';

interface NDAIssue {
  clause: string;
  description: string;
  status: NegotiationStatus;
  proposedFix?: string;
}

const ndaReviewResult: NDAIssue[] = [
  {
    clause: 'Section 1 — Confidential Information',
    description: 'Definition is overly broad — covers all information in any form',
    status: 'pending',
    proposedFix: 'Narrow to information related to [Project Name]; add standard 5 exclusions',
  },
  {
    clause: 'Section 4 — Term',
    description: 'Perpetual confidentiality obligation',
    status: 'must-fix',
    proposedFix: 'Change to 3-year term; trade secrets survive for 5 years',
  },
  {
    clause: 'Section 8 — Competitive Activity',
    description: 'Hidden 2-year non-compete restriction',
    status: 'walk-away',
    proposedFix: 'Remove entirely from NDA; address separately if needed',
  },
  {
    clause: 'Section 6 — Remedies',
    description: 'Standard injunctive relief + damages',
    status: 'accepted',
  },
];

function summarizeNegotiation(issues: NDAIssue[]) {
  const walkAways = issues.filter(i => i.status === 'walk-away');
  const mustFix = issues.filter(i => i.status === 'must-fix');
  const pending = issues.filter(i => i.status === 'pending');

  if (walkAways.length > 0) {
    console.log('DO NOT SIGN — Walk-away issues found:', walkAways.map(i => i.clause));
    return;
  }
  if (mustFix.length > 0) {
    console.log('Do not sign until resolved:', mustFix.map(i => i.clause));
  }
  if (pending.length > 0) {
    console.log('Negotiate before signing:', pending.map(i => i.clause));
  }
}

summarizeNegotiation(ndaReviewResult);
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