Non-Compete Clause Email Templates

📋 CopyHi [Name], Thank you for sending the NDA. We're enthusiastic about exploring this opportunity and want to move forward efficiently. However, we need to address Section [X], which includes non-compete restrictions. We have significant concerns about this provision: 1. Scope Mismatch: Non-compete clauses are typically appropriate for employment agreements, M&A transactions, or formal partnerships - not preliminary NDAs for business discussions. The purpose of an NDA is to protect confidential information, not to restrict competitive activities. 2. Legal Enforceability: Non-compete provisions face substantial legal restrictions. They're void in California under Business & Professions Code 16600, severely limited in many other states, and subject to a proposed FTC ban. Including unenforceable terms creates uncertainty for both parties. 3. Business Impact: Our company operates in [industry/sector] and must preserve its ability to pursue all business opportunities. Accepting competitive restrictions at the NDA stage would significantly impair our operations. 4. Adequate Protection: The NDA's confidentiality obligations already prevent us from misusing any information you share. Non-compete restrictions add nothing to that protection. We request that Section [X] be deleted entirely. The remaining NDA provisions adequately protect your legitimate interests. If there are specific competitive concerns driving this provision, we're happy to discuss them directly. Best regards, [Your Name]

📋 CopyHi [Name], Following up on our discussion about the non-compete provision, we understand your team's position that some competitive restriction is necessary. While we maintain that a non-compete is unusual for an NDA, we're willing to work toward a compromise. The current language restricts competitive activity "worldwide" or without geographic limitation. This is both overreaching and likely unenforceable. Courts consistently require non-compete restrictions to be limited to areas where the disclosing party actually operates and has protectable interests. We propose limiting the geographic scope to [specific region/state/country where they actually operate]. This would: - Protect your competitive position in your actual markets - Allow us to continue operations in regions where we don't compete with you - Create an enforceable provision that actually protects your interests - Align with judicial requirements for reasonable geographic scope We're operating in good faith to find a solution, but a worldwide or unlimited geographic restriction is a dealbreaker for our organization. Would a limitation to [proposed geography] work for your team? Best regards, [Your Name]

📋 CopyHi [Name], Thank you for considering our position on the non-compete clause. We appreciate your willingness to negotiate. We need to address the [24/36-month] duration specified in the current draft. This period is excessive for several reasons: 1. Industry Pace: In [our industry], competitive landscapes shift rapidly. A [24/36]-month restriction would lock in limitations based on circumstances that may no longer exist. 2. Proportionality: The duration should be proportionate to the protection needed. For preliminary business discussions, any confidential information shared will likely become stale or independently developed within [6-12] months. 3. Enforceability: Courts routinely strike down or reduce non-compete periods they deem unreasonable. Typical enforceability ranges from 6-12 months; restrictions beyond 18 months face substantial judicial skepticism. 4. NDA Context: This is an NDA for business discussions, not an employment or M&A agreement where longer restrictions might be appropriate. We propose reducing the duration to [6/12] months. If our discussions progress to a transaction, we can address longer-term competitive restrictions in that context where they'd be more appropriate. Would this revised timeline work for your organization? Best regards, [Your Name]

📋 CopyHi [Name], We've been reviewing the non-compete provision and want to propose a more targeted approach that protects your specific interests without restricting our broader business operations. The current language prohibits competition with "any products or services offered by" your company. This is problematic because: - Your company operates across multiple business lines, most of which are unrelated to our discussions - We have existing operations in [areas] that don't overlap with what we're discussing - A blanket restriction would effectively shut down parts of our business that have nothing to do with the confidential information you're sharing We propose limiting the non-compete to: "[Receiving Party] shall not, during the term of this Agreement and for [X] months thereafter, directly compete with [Disclosing Party] in the specific area of [describe the actual product/service being discussed], within [geographic area]." This targeted approach protects the competitive advantage you're sharing with us while allowing both companies to continue their other operations. It's also far more likely to be enforceable if ever tested. Can we schedule a call to discuss the specific boundaries that would address your concerns? Best regards, [Your Name]

📋 CopyHi [Name], Thank you for your detailed feedback on the non-compete provision. I want to explain our reasoning and explore whether we can find common ground. We recognize that non-compete clauses in NDAs are unusual. In this case, however, the nature of what we'll be sharing goes beyond typical confidential information: 1. Strategic Roadmap: We'll be sharing [specific sensitive information - e.g., product development plans, market entry strategies, proprietary methodologies] that goes to the heart of our competitive positioning. 2. Competitive Dynamics: We're direct competitors in [specific area]. The information shared could immediately be used to compete against us if standard NDA protections were the only limit. 3. Transaction Context: These discussions are preliminary to a potential [acquisition/partnership/investment]. The non-compete protects against a scenario where discussions don't proceed but you've gained competitively valuable insights. That said, we hear your concerns about scope and are willing to modify the provision: - Geographic Limit: Restrict to [specific regions where we compete] - Duration: Reduce to [12] months post-termination - Scope: Limit to [specific product/service area under discussion] - Carve-outs: Exclude your existing product lines and business activities Would these modifications address your concerns while preserving the protection we need? We're genuinely interested in reaching a workable solution. Best regards, [Your Name]

📋 CopyHi [Name], We've considered your position on the non-compete clause. While we had legitimate reasons for its inclusion, we're willing to remove it in exchange for strengthening other protective provisions. We agree to delete Section [X] (Non-Compete) in its entirety. In exchange, we'd like to enhance the following provisions: 1. Purpose Limitation (Section [Y]): Strengthen to specify that Confidential Information may only be used for [specific stated purpose] and explicitly prohibit use for competitive product development. 2. Non-Solicitation (Section [Z]): Add or strengthen provisions preventing solicitation of our employees, customers, and business partners with whom you have contact during these discussions. 3. Standstill (New Section): Add a limited standstill provision preventing public announcements about our discussions or unsolicited acquisition proposals for [6-12] months. 4. Return/Destruction: Strengthen requirements for return or certified destruction of all materials if discussions terminate without a transaction. 5. Injunctive Relief: Confirm that we're entitled to immediate injunctive relief for any breach, without the requirement to post bond. These modifications protect our legitimate interests through confidentiality rather than competitive restrictions. Please review and let us know if this approach works for your team. Best regards, [Your Name]

📋 CopyHi [Name], I appreciate the candid discussion about the non-compete provision. It's clear we need to find a middle ground that works for both organizations. Here's a significantly narrowed proposal that addresses your concerns while preserving some protection for the specific opportunity we're discussing: REVISED NON-COMPETE: "During the term of this Agreement and for six (6) months following termination, Receiving Party agrees not to launch any new product or service that directly competes with [Disclosing Party's specific product/service under discussion] in [limited geographic area]. This restriction does not apply to: (a) Receiving Party's existing products, services, or business operations as of the Effective Date; (b) Improvements or updates to Receiving Party's existing offerings; (c) Products or services developed independently without use of Confidential Information; (d) Any area of business outside of [specific defined scope]." Key changes from original: - Duration: Reduced to 6 months (from [original]) - Scope: Limited to new, directly competitive products only - Geography: Limited to [specific region] - Carve-outs: Extensive exclusions for existing business This is a substantial concession from our original position. If this still doesn't work, we may need to reconsider what information we can share in these discussions. Would this revised approach be acceptable? Best regards, [Your Name]

📋 CopyHi [Name], Thank you for the continued dialogue on this provision. I want to be direct about where we stand. We've made substantial concessions from our original position: - Reduced duration from [X] to [Y] months - Narrowed geographic scope to [specific area] - Limited competitive restriction to [specific area] - Added extensive carve-outs for your existing business The current proposal represents our final position on this clause. Here's why we need to hold this line: The information we're prepared to share - [describe generally] - represents significant competitive intelligence. Sharing it without any competitive protection fundamentally changes the risk profile of these discussions for us. We have two paths forward: Option 1: Proceed with the current (significantly narrowed) non-compete language. We can then share the full scope of information relevant to your evaluation. Option 2: Remove the non-compete entirely, but we would need to significantly limit what information we share. This would restrict our discussions to [describe what you'd be willing to share without protection]. We remain enthusiastic about this opportunity and hope we can find a path forward. Which option would you prefer to pursue? Best regards, [Your Name]