No License Clause Email Templates

📋 CopyHi [Name], Thank you for sharing the NDA. We're excited about the potential partnership and want to ensure the agreement allows us to properly evaluate the opportunity. We have a concern about Section [X] (No License Granted). While we understand and respect the intent - disclosure shouldn't transfer IP ownership - the current language may be too restrictive for our purposes. Our understanding is that we'll be evaluating [describe what's being shared - software, technical specifications, prototypes, etc.]. To conduct a meaningful evaluation, we'll need to: - [Run/test/install] the [software/technology] in our environment - [Describe specific technical activities needed] - Share results internally with our technical team for assessment The strict "no license" language could be interpreted to prohibit these necessary evaluation activities, even though they're clearly contemplated by our discussions. We propose adding the following limited license grant: "Notwithstanding the foregoing, Disclosing Party hereby grants Receiving Party a limited, non-exclusive, non-transferable, royalty-free license to use the Confidential Information solely for the purpose of evaluating a potential business relationship as described in this Agreement. This license terminates automatically upon termination or expiration of this Agreement." This preserves your IP rights while clarifying that we can actually evaluate what you're sharing. Would this addition work for your team? Best regards, [Your Name]

📋 CopyHi [Name], We've completed our review of the NDA and have questions about Section [X] regarding intellectual property rights. The current language states that "no license is granted to any intellectual property." We need clarification on several points: 1. Scope of Covered IP: What specific intellectual property rights are implicated? Patents, copyrights, trade secrets, trademarks? Each has different implications for what we can and cannot do. 2. Patent Concerns: If you have patents covering the disclosed technology, we need to understand our exposure. Are we at risk of infringement claims simply by receiving and reviewing the information? 3. Permitted Activities: What activities are we permitted to perform with the Confidential Information? The current language seems to prohibit everything, including the evaluation activities that are the purpose of our discussions. 4. Derivative Works: If we develop improvements or have ideas during the evaluation, what happens to that work? Can we use those insights if our discussions don't lead to a deal? We suggest adding clarifying language that: - Specifies the IP types covered (or explicitly excludes certain types) - Confirms we have a limited right to evaluate and analyze - Preserves our right to independently developed ideas that don't incorporate your Confidential Information Could we schedule a brief call to work through these points? We want to proceed, but need clarity on what we're agreeing to. Best regards, [Your Name]

📋 CopyHi [Name], As we finalize the NDA, we need to address protection for our pre-existing intellectual property and independent development rights. The current "No License" clause focuses on protecting your IP, which we fully support. However, it doesn't address what happens to our existing IP or work we develop independently. Given that we're both technology companies working in [related space], this is an important clarification. We propose adding the following language: "Nothing in this Agreement shall: (a) Affect either party's ownership of intellectual property that it owned or developed prior to the Effective Date, or that it develops independently without use of the other party's Confidential Information; (b) Grant either party any right, title, or interest in the other party's pre-existing intellectual property; (c) Prevent either party from developing, using, or commercializing products, services, or technology that do not incorporate the other party's Confidential Information, even if such products, services, or technology are similar to or competitive with those discussed under this Agreement; (d) Restrict either party's use of general knowledge, skills, and experience, including ideas, concepts, know-how, and techniques, that are retained in the unaided memory of its personnel." This protects both parties equally and ensures that the NDA doesn't inadvertently capture work that predates our discussions or is developed through independent efforts. Would you be comfortable adding this clarification? Best regards, [Your Name]

📋 CopyHi [Name], We need to discuss Section [X], which prohibits reverse engineering, disassembly, or decompilation of Confidential Information. We understand the concern behind this provision, but it presents challenges for us: 1. Legal Limitations: In several jurisdictions, restrictions on reverse engineering are unenforceable or limited by statute. For example, the EU Software Directive and DMCA both contain exceptions for interoperability purposes. 2. Evaluation Needs: For us to properly evaluate [the technology/product], we may need to conduct technical analysis that could be characterized as "reverse engineering" even though we're not trying to copy or replicate your work. 3. Independent Development: We need to ensure that if we're independently working on similar technology, our engineers won't inadvertently violate this provision simply by analyzing technical problems in the same space. We propose one of the following approaches: Option A: Remove the reverse engineering prohibition entirely and rely on the confidentiality and non-use provisions. Option B: Limit the prohibition to specific narrow activities: "Receiving Party shall not reverse engineer Confidential Information for the purpose of creating a competing product that replicates the functionality of Disclosing Party's proprietary technology." Option C: Add exceptions for: - Activities required to achieve interoperability with Receiving Party's systems - Analysis necessary for security or vulnerability assessment - Activities permitted by applicable law Which approach would work for your organization? Best regards, [Your Name]

📋 CopyHi [Name], Thank you for your review of the NDA. Before we finalize, we'd like to strengthen one provision. The current "No License" clause uses general language that may not adequately protect our patent rights. Unlike copyrights and trade secrets, patent licenses can be implied from conduct - particularly when technology is disclosed and the parties begin working together. To prevent any argument that disclosure created an implied patent license, we'd like to add explicit patent reservation language: "No Patent License. The disclosure of Confidential Information under this Agreement shall not be construed to grant, by implication, estoppel, or otherwise, any license or right under any patent, patent application, or patent claim, whether now existing or hereafter filed, issued, or acquired, that is owned or controlled by the Disclosing Party. Receiving Party acknowledges that any use of patented technology disclosed as Confidential Information without a separate, written license agreement would constitute patent infringement. For the avoidance of doubt, the limited right to evaluate Confidential Information granted herein does not include any right to make, use, sell, offer for sale, or import any product or service that would infringe any patent claims of Disclosing Party." This is standard language that protects both parties by eliminating ambiguity about patent rights. Would you have any concerns with this addition? Best regards, [Your Name]

📋 CopyHi [Name], Thank you for raising the evaluation rights question. You're correct that we need to reconcile the "No License" clause with the practical requirements of your evaluation. We're prepared to grant a limited evaluation license with the following terms: "Evaluation License. Notwithstanding Section [X], Disclosing Party grants Receiving Party a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to: (a) Install, run, and test the [Software/Technology] in a non-production environment solely for evaluation purposes; (b) Make a reasonable number of copies necessary for backup and evaluation purposes; (c) Share evaluation results internally with employees and contractors who have a need to know and are bound by confidentiality obligations. This license is granted solely for the Purpose stated in this Agreement and is subject to the following conditions: - The license terminates automatically upon termination or expiration of this Agreement; - Receiving Party shall not use the [Software/Technology] in any production environment or to provide services to third parties; - Receiving Party shall not modify, adapt, or create derivative works without prior written consent; - Receiving Party shall provide Disclosing Party with copies of any evaluation reports upon request." This should address your operational needs while preserving our IP protections. Please confirm this works for your team. Best regards, [Your Name]

📋 CopyHi [Name], We appreciate you flagging the reverse engineering provision. This is important to us, but we understand your concerns and can offer some modifications. Our technology includes proprietary algorithms and methods that represent years of R&D investment. The reverse engineering prohibition protects this investment - not from legitimate evaluation, but from analysis designed to replicate or extract our proprietary methods. That said, we recognize the provision may be broader than necessary for this purpose. Here's what we can offer: 1. Clarify Permitted Activities: Add language confirming that "normal use of the software during evaluation, including observing its inputs and outputs, shall not constitute prohibited reverse engineering." 2. Interoperability Exception: Add an exception for "analysis performed solely to achieve interoperability between Receiving Party's existing systems and the Disclosing Party's technology, provided that such analysis uses the least intrusive means available." 3. Scope Limitation: Revise to prohibit "reverse engineering, decompiling, or disassembling Confidential Information for the purpose of creating competing products or extracting proprietary algorithms, methods, or techniques." We cannot remove the provision entirely, as it's essential for protecting our core IP. But we believe these modifications address your legitimate concerns while maintaining meaningful protection. Would this compromise work for your team? Best regards, [Your Name]

📋 CopyHi [Name], We've reviewed your proposed language regarding pre-existing intellectual property and independent development. This is a reasonable request, and we're willing to include this protection - with some modifications to ensure both parties are treated equally. We agree to add the following (modified from your proposal): "Pre-Existing and Independent IP. (a) Ownership Preserved. Each party retains all right, title, and interest in intellectual property that it (i) owned or controlled prior to the Effective Date, or (ii) develops independently after the Effective Date without use of the other party's Confidential Information. Neither party acquires any rights in the other party's pre-existing intellectual property by virtue of this Agreement. (b) Independent Development. Neither party shall be precluded from developing, using, or marketing products, services, or technology that are similar to those contemplated by discussions under this Agreement, provided such development does not use or incorporate the other party's Confidential Information. (c) Burden of Proof. In any dispute concerning independent development, the party claiming independent development shall bear the burden of demonstrating that its development did not use or incorporate the other party's Confidential Information. (d) Residual Knowledge. Personnel of each party may use Residual Knowledge for any purpose, provided that this right does not grant a license under any patent or copyright. 'Residual Knowledge' means general knowledge, skills, and experience retained in the unaided memory of personnel who have had access to Confidential Information, excluding any specific technical data, algorithms, or trade secrets." The key addition is subsection (c) on burden of proof, which protects both parties against claims of independent development that aren't genuine. Please confirm this works for you. Best regards, [Your Name]