Non-Solicitation Email Templates

📋 CopyHi [Name], Thank you for sending over the NDA. We're aligned on moving forward with our discussions and want to ensure the agreement works for both parties. Regarding Section [X] (Non-Solicitation), we noticed the current language covers "any employee" of your organization. Given that your company has [several hundred/thousand] employees across multiple departments, most of whom we'll never interact with during our discussions, this scope seems broader than necessary to protect the legitimate interests at stake. We'd propose limiting the non-solicitation restriction to employees with whom we have direct, material contact during the course of our discussions under this Agreement. This approach: - Protects the employees and relationships actually involved in our collaboration - Avoids inadvertently restricting hiring from unrelated departments - Aligns with standard market practice for NDAs at this stage - Reduces enforceability concerns in several jurisdictions Would you be open to revising the language along these lines? We're happy to work with your suggested wording if you prefer a different formulation. Best regards, [Your Name]

📋 CopyHi [Name], Following up on our NDA review, we'd like to discuss the non-solicitation provision in Section [X]. The current language doesn't include standard exceptions that are typically included in these clauses. Without them, we could face liability for situations entirely outside our control - for example, if one of your employees independently found a job posting on our website or LinkedIn and applied without any encouragement from us. We'd propose adding the following standard exceptions: 1. General advertising or recruitment efforts not specifically targeted at your personnel (job postings, career fairs, campus recruiting, etc.) 2. Responding to unsolicited applications or inquiries from individuals who independently seek employment 3. Hiring through recruiting agencies that weren't specifically directed to target your company 4. Hiring individuals whose employment with you ended before we initiated any recruitment discussions These exceptions don't undermine the core protection - we still wouldn't be able to actively recruit or poach your team members. They simply ensure we're not penalized for normal business activities or employee-initiated job changes. Please let us know if you'd like to discuss or see specific language for these carve-outs. Best regards, [Your Name]

📋 CopyHi [Name], Thank you for your patience as we complete our review of the NDA. We wanted to flag the 24-month post-termination period in the non-solicitation clause. While we understand the interest in protecting your team, this duration is longer than what we typically see and may create enforceability issues: - Courts in many jurisdictions view 12 months as a reasonable standard; periods beyond 18 months face increasing scrutiny - In states like California and Washington, extended restrictions on employee mobility are particularly disfavored - A shorter, clearly enforceable period provides better protection than a longer period that might be challenged We'd propose reducing the restriction to 12 months following termination. This provides meaningful protection during the period when any insights from our discussions would be most relevant, while aligning with enforceable market standards. Would this work for your team? We're committed to moving forward efficiently and believe this adjustment helps us both. Best regards, [Your Name]

📋 CopyHi [Name], As we finalize the NDA, I wanted to discuss an important distinction in Section [X]. The current language includes "non-hire" restrictions that would prevent us from employing your personnel regardless of who initiated contact. This goes beyond preventing active recruitment - it would bar us from hiring someone who found our job posting independently, applied through a recruiter, or reached out to us on their own initiative. This approach raises several concerns: 1. Employee Mobility: Courts increasingly protect employees' rights to seek new opportunities. Provisions that restrict this right face legal challenges, particularly in states like California. 2. Enforceability: Non-hire provisions are more likely to be voided or narrowed by courts than standard non-solicitation language. 3. Practical Impact: We can't control whether your employees decide to apply to publicly posted positions. We'd propose revising the language to prohibit "solicitation" rather than "hiring" - meaning we commit not to actively recruit or target your employees, but remain free to consider candidates who approach us independently. This still protects against the primary concern (poaching) while avoiding enforceability issues and respecting employee rights. Would you be open to this adjustment? Best regards, [Your Name]

📋 CopyHi [Name], Thank you for your thoughtful review of the NDA. We appreciate the collaborative approach. Regarding the non-solicitation scope, we understand the concern about breadth, but we'd like to explain our position. During these discussions, you'll necessarily learn about our organizational structure, key personnel, compensation levels, and team dynamics - information that could be used to target valuable employees even if you didn't meet them directly. That said, we're willing to meet in the middle with the following modifications: 1. Limit coverage to employees in [specific department/division] or at [certain levels] 2. Reduce the post-termination period from [24] to [18] months 3. Clarify that general advertising through public channels is permitted This preserves meaningful protection for the teams most relevant to our discussions while addressing your concerns about overly broad restrictions. Does this work for your team? We're open to discussing if you have alternative suggestions that achieve similar protections. Best regards, [Your Name]

📋 CopyHi [Name], We've reviewed your request for additional exceptions to the non-solicitation clause. We understand the need for standard carve-outs and are prepared to include them with some reasonable guardrails. We're agreeable to adding exceptions for: 1. General advertising - provided it's not specifically targeted at our industry or region in a manner designed to reach our employees 2. Unsolicited applications - provided you don't encourage such applications through informal channels (social events, conferences, personal outreach) 3. Recruiting agencies - provided you haven't specifically directed them to target our company or personnel 4. Former employees - we'll agree to this for employees who left our company at least [90 days] before the first recruiting contact We'll also add language confirming that employees retain the right to seek opportunities independently - we never intended to restrict individual employee mobility, only solicitation by companies. I've attached proposed language incorporating these exceptions with the guardrails discussed. Please let us know if this addresses your concerns. Best regards, [Your Name]

📋 CopyHi [Name], Thank you for raising the duration concern. I want to explain our reasoning and see if we can find common ground. The 24-month period reflects the nature of what we'll be sharing. The confidential information, technical roadmaps, and strategic plans we'll discuss remain competitively sensitive for an extended period. Our concern is that someone who joins your team with inside knowledge of our people, projects, and plans could significantly impact our business even 12-18 months later. However, we hear your concerns about enforceability and market standards. Here's what we can offer: Option A: 18-month restriction with all proposed exceptions (general advertising, unsolicited applications, etc.) Option B: 12-month restriction, but with scope covering employees at director level and above, or those directly involved in the projects we discuss We believe either option provides adequate protection while addressing your enforceability concerns. Which approach works better for your organization? Best regards, [Your Name]

📋 CopyHi [Name], Thank you for sending the NDA draft. We're excited about the potential collaboration and want to move forward efficiently. We noticed that the non-solicitation clause in Section [X] applies only to our company as the Receiving Party. Given that these discussions will involve sharing information both ways - and that your team will also gain insights into our personnel, structure, and capabilities - we believe a mutual restriction is appropriate. Our team members are equally valuable to us, and we invest significantly in recruiting, training, and retaining them. If non-solicitation protection is important enough to include in this agreement, it should protect both parties equally. We'd propose revising the language from "the Receiving Party shall not..." to "Neither party shall..." This makes the obligation reciprocal and fair. Would you be open to this adjustment? It's a standard approach in mutual NDAs and ensures both sides are operating under the same rules. Best regards, [Your Name]