How to negotiate an NDA before you sign

You have read the NDA and something in it bothers you. Maybe it never ends, maybe it covers everything you will ever hear, maybe it stops you showing the work afterwards. Spotting the problem was the first half. This guide is the second half: how to raise it in a way that gets a real answer.

If you have not worked out what is wrong yet, start with NDA red flags to check before you sign, then come back here.

Two things to hold on to before you start. Asking for a change is normal, and most people who send an NDA expect some questions. And nothing here is drafting you should paste into an agreement. The examples show how to explain a concern and what to ask for. The wording that ends up in the document is for the two of you, and for a lawyer if the stakes are high.

Choose the points that affect this work

Do not send back a list of everything you would change in a perfect world. Pick the points that touch the work you are actually doing or the information actually being shared. Two or three well-explained requests get further than ten.

A quick way to sort them:

• Does it stop you doing the job? If you cannot share anything with a subcontractor or an adviser, you may not be able to deliver. That is a problem for both sides.
• Does it follow you afterwards? A duty with no end date, or a ban on showing the work, affects you long after the project is over.
• Does it go beyond secrecy? A limit on who else you can work for is a different kind of promise from keeping something confidential.
• Is it just unfamiliar? Some clauses look alarming and are ordinary. If a term does not change what you can do or what you could owe, let it go.

Whatever is left after that sort is your list.

Explain the practical problem, then ask for one specific change

The pattern that works has two parts. Say what the clause would stop you doing in practice, then ask for one concrete change that fixes it.

Compare these:

• "The confidentiality clause is too broad." This gives the other side nothing to act on, and it sounds like a complaint.
• "The definition covers anything I learn, including things that are already public. Could we add the usual exclusions for information that is public, that I already had, or that I work out on my own?" This names the problem, shows you read it, and hands them a change they can say yes to.

A few habits help. Frame the request around making the agreement match how the work will really be done, because that is a shared interest. Offer an option rather than only a refusal. And ask in writing, so that what is agreed is on record and ends up in the document.

Example requests

These are requests to discuss, not wording that suits every agreement. Whether each one is reasonable depends on what is being shared, for how long it stays sensitive, and which side you are on. The person sharing a genuine trade secret has good reasons for terms that would be heavy for someone receiving a routine briefing.

On duration in particular, there is no single right number. As one reference point, the UK Intellectual Property Office says to think about how long the confidentiality should last, that it is common to see it limited to 3 or 5 years, and that some information, such as customer lists, could be kept confidential for good (UK guidance). Use the life of the information as your argument, not a figure you read somewhere.

An email you can adapt

Change everything in square brackets, and delete any request that does not apply. Keep it short. One email with two clear requests is easier to say yes to than a long one.

Subject: [Project name] NDA: two questions before I sign

Hi [name],

Thanks for sending the NDA over. I am happy to sign one, and I have read it through. There are two points I would like to check with you first, so the agreement matches how we will actually be working.

1. [Clause number or heading]: [say what the clause does in practice, for example "the confidentiality duty has no end date, so it would still apply years after this project is finished"]. Could we [the specific change, for example "set a term of [X] years for general project information, and keep the open-ended duty for anything you mark as a trade secret"]?

2. [Clause number or heading]: [the practical problem, for example "as written I could not show this work in my portfolio, even after it launches"]. Could we [the specific change, for example "add a line allowing me to show the finished work once it is public"]?

If either of these is difficult on your side, I am glad to talk it through. I would rather get this right now than have it cause a problem for either of us later.

Once we have agreed the wording, could you send me the updated version to sign?

Thanks,
[Your name]

If they will not change the wording

Sometimes the answer is no. That is information, not a failure, and you still have choices.

• Ask why. "It is our standard template" and "legal will not allow it" are different answers. The first often has room in it. The second may not.
• Ask for something smaller. If they will not limit the duty to a fixed term, would they confirm in writing that it does not cover information that is already public? A narrow clarification is easier to grant than a redraft.
• Get the answer in writing. If they tell you a clause "would never be used that way", ask them to say so in an email. An email is not the same as a change to the agreement, and what weight it carries varies by location, so do not rely on it for anything important.
• Decide what it is worth. Weigh the work against the term you could not change. Signing with your eyes open is a legitimate choice. So is walking away.
• Know when to get advice. If the clause could cost you serious money or limit who you can work for, a local lawyer can tell you where you stand. That is worth paying for before you sign, not after.

Negotiating does not guarantee a better agreement, and an agreement you have negotiated is not thereby a safe one. It means you understood what you signed and asked for what mattered.

Check the revised document before you sign

This is the step people skip. When the new version arrives, read it again from the top, not only the parts you asked about.

• Are the changes you agreed actually in the document, in the clause you expected?
• Did anything else change? A revised draft can move other wording too, by accident or otherwise.
• Does a change in one clause clash with another? A new end date in one place and "in perpetuity" left in another will cause an argument later.
• Is this the final version, with every attachment it refers to?

Then sign that version, keep a copy, and keep the email thread with it. If you want a second read of the revised agreement, you can check your NDA free. The first scan needs no account, and new accounts get their first full contract review free, with no payment required.