No Obligation Clause Email Templates

📋 CopyHi [Name], Thank you for sending the NDA. We're looking forward to these discussions. We noticed Section [X] (No Obligation) is written quite broadly. We understand and accept that signing an NDA doesn't commit either party to complete a transaction. However, the current language could be read to permit discussions in bad faith - for example, using the process solely to extract competitive information without any genuine intent to transact. We've seen situations where parties enter NDA-protected discussions primarily to: - Gather competitive intelligence with no intent to proceed - Stall a competitor while pursuing alternative arrangements - Satisfy internal requirements to "evaluate alternatives" without genuine interest To protect both parties, we propose adding a good faith requirement: "Good Faith. Notwithstanding the foregoing, each party represents that it is entering into this Agreement and the discussions contemplated hereby in good faith, with genuine interest in exploring the Purpose stated herein. Each party agrees to conduct discussions honestly and in good faith, to promptly notify the other party if its interest materially changes, and not to use these discussions primarily as a means to obtain Confidential Information for competitive purposes unrelated to the stated Purpose." This doesn't create an obligation to close a deal - it simply requires honest engagement. Would you be comfortable adding this protection? Best regards, [Your Name]

📋 CopyHi [Name], Before we execute the NDA and begin our discussions, we'd like to establish some shared expectations about the process ahead. Section [X] appropriately notes that neither party is obligated to complete a transaction. That said, we'll be investing significant resources in this evaluation - engineering time, management attention, potentially third-party consultants. We want to ensure we're aligned on process before making that investment. Could we add an exhibit or schedule to the NDA that outlines: 1. Process Overview - Expected phases of evaluation/discussion - Key milestones and decision points - Anticipated timeline for each phase 2. Resource Expectations - What each party is expected to contribute (personnel, information, access) - Any costs to be shared or reimbursed 3. Decision Framework - Who are the decision-makers on each side? - What criteria will be used to evaluate the opportunity? - What's the expected process for reaching a go/no-go decision? 4. Exit Points - Clear checkpoints where either party can elect not to proceed - Expectations for notice if interest materially changes - Process for winding down discussions if no transaction results This doesn't create binding obligations around the transaction itself - just shared expectations about how we'll engage. We find this prevents misunderstandings and wasted effort. Would you be open to discussing these process elements? Best regards, [Your Name]

📋 CopyHi [Name], We're ready to proceed with the NDA and begin substantive discussions. Before we dive into detailed due diligence, however, we'd like to ensure we're broadly aligned on basic deal parameters. We've been in situations where weeks of detailed discussions and information sharing ultimately revealed fundamental misalignment on core terms that could have been identified upfront. To avoid this, we propose a preliminary alignment discussion covering: 1. Transaction Structure - What type of transaction are we exploring? (Acquisition, investment, partnership, licensing, etc.) - Are there structural requirements or constraints on either side? 2. Valuation/Pricing Framework - Are we in the same general range on valuation expectations? - What's the basis for valuation? (Revenue multiple, asset value, strategic value, etc.) 3. Key Terms - Are there any non-negotiable terms or deal-breakers we should know about upfront? - Governance, control, earnouts, non-competes, etc. 4. Timeline - What's the realistic timeline for completing a transaction? - Are there external deadlines or catalysts driving timing? We can have this conversation at a high level without needing detailed confidential information. If we're fundamentally misaligned, we'll both save significant time and resources. If we're aligned, we can proceed with confidence. Could we schedule a brief call before executing the NDA to confirm basic alignment? Best regards, [Your Name]

📋 CopyHi [Name], We're enthusiastic about exploring this opportunity and prepared to invest significant resources in the evaluation process. Given the scale of investment we'll need to make - [describe: technical due diligence, legal review, management time, site visits, third-party consultants, etc.] - we'd like to discuss cost allocation if the transaction doesn't proceed. We propose adding the following to the NDA: "Expense Allocation. (a) General Rule. Each party shall bear its own costs and expenses incurred in connection with the discussions and evaluation contemplated by this Agreement. (b) Reimbursement. Notwithstanding the foregoing, if discussions are terminated by [Disclosing Party] after [milestone - e.g., completion of Phase 2 due diligence, execution of term sheet, etc.] for reasons other than Receiving Party's material breach or failure to satisfy agreed conditions, [Disclosing Party] shall reimburse [Receiving Party] for reasonable, documented out-of-pocket expenses incurred in connection with the evaluation, up to a maximum of [$X]. (c) Documentation. Any request for reimbursement shall be accompanied by reasonable documentation of expenses incurred." This creates appropriate incentives for both parties. You maintain full discretion to proceed or not, but we have some protection against investing heavily based on your representations only to have discussions terminated arbitrarily. Is this something you'd consider? Best regards, [Your Name]

📋 CopyHi [Name], Thank you for your thoughtful comments on the No Obligation provision. We understand the concern about ensuring good faith engagement. However, we need to preserve broad flexibility in this provision for several important reasons: 1. Board and Stakeholder Approval: Any transaction will require approvals we can't guarantee at the NDA stage. Constraining our ability to walk away could create legal issues if we're later unable to proceed. 2. Market Conditions: Business conditions, competitive dynamics, and strategic priorities can change during discussions. We need the ability to respond to those changes without liability. 3. Alternative Opportunities: We may be evaluating multiple opportunities. We can't commit to constraints that would limit our ability to pursue alternatives. 4. Precedent: Adding obligations or conditions to the no-obligation clause sets a precedent that could complicate future negotiations. That said, we can offer the following: - We confirm that we're entering these discussions with genuine interest in [the stated purpose] - We commit to providing prompt notice if our interest materially changes - We agree to engage honestly and professionally throughout the process However, we can't agree to language that creates actionable obligations (like "good faith" requirements that could be litigated) or expense reimbursement commitments. Would an acknowledgment of genuine interest, without creating legal obligations, address your concern? Best regards, [Your Name]

📋 CopyHi [Name], We've considered your request to add good faith language to the No Obligation provision. We're comfortable doing so - it aligns with how we intend to engage in these discussions. Here's the language we propose: "No Obligation; Good Faith. (a) No Obligation to Proceed. Nothing in this Agreement shall obligate either party to enter into any further agreement, transaction, or business relationship. Each party reserves the right, in its sole discretion, to decline to proceed with discussions at any time and for any reason. (b) Good Faith Engagement. Notwithstanding the foregoing, each party represents that it is entering into these discussions with genuine interest in exploring the Purpose stated herein. Each party agrees to: (i) Conduct discussions honestly and professionally; (ii) Promptly notify the other party if it determines that it is no longer interested in proceeding; (iii) Not use these discussions primarily as a means to obtain Confidential Information for competitive purposes unrelated to the stated Purpose; (iv) Not engage in discussions while having already decided not to proceed. (c) Limitations. Nothing in subsection (b) shall be construed to: (i) Create an obligation to enter into any transaction; (ii) Limit either party's right to pursue alternative opportunities; (iii) Require either party to disclose reasons for declining to proceed; (iv) Create any liability for declining to proceed with a transaction, except in cases of intentional bad faith or fraud." This provides the assurance you're looking for while preserving our core flexibility. Does this work? Best regards, [Your Name]

📋 CopyHi [Name], We've reviewed your proposal regarding expense reimbursement, and unfortunately, we're not able to accommodate this request at the NDA stage. Here's our reasoning: 1. Standard Practice: Expense reimbursement or break-up fee provisions are typically negotiated in definitive agreements (term sheets, LOIs, or purchase agreements) after parties have reached substantive alignment, not at the preliminary NDA stage. 2. Uncertain Outcomes: At this early stage, neither party knows whether a transaction is achievable. Creating expense obligations before we've even evaluated the opportunity inverts the normal process. 3. Chilling Effect: Expense reimbursement obligations could discourage us from engaging in preliminary discussions, which isn't in either party's interest. 4. Reciprocity: We'll also be investing significant resources in this evaluation - management time, opportunity cost, internal analysis. If expense reimbursement were appropriate, it would need to be reciprocal. What we can offer: - We're prepared to move expeditiously to minimize your evaluation costs - If discussions progress to a term sheet or LOI, we're open to discussing appropriate break-up provisions at that stage - We'll provide prompt notice if our interest changes, so you can minimize ongoing expenditures At this stage, each party bearing its own costs is the appropriate and standard approach. We hope you can proceed on that basis. Best regards, [Your Name]

📋 CopyHi [Name], Your request for process clarity is reasonable, and we're happy to outline our expected approach. This doesn't create binding obligations but should help us stay aligned. Here's the process we envision: PHASE 1: Initial Evaluation (Weeks 1-3) - Execute NDA - Share overview materials and initial data room access - Introductory management meetings - You'll conduct preliminary assessment - Decision point: Proceed to detailed diligence or pass PHASE 2: Detailed Due Diligence (Weeks 4-8) - Expanded data room access - Subject matter expert sessions - Site visits if applicable - Financial and legal diligence - Decision point: Proceed to term negotiation or pass PHASE 3: Transaction Negotiation (Weeks 9-12) - Term sheet or LOI negotiation - Definitive agreement drafting - Final approvals - Closing Key Points: - Decision-makers: [Names/titles on each side] - Primary contacts: [Names for day-to-day coordination] - Expected updates: Weekly check-ins during active phases - Exit process: Either party may exit at any decision point with 48 hours' notice This is a framework, not a binding commitment. Actual timing will depend on how discussions progress. Shall we schedule a kickoff call to review this process and begin Phase 1? Best regards, [Your Name]