💡 Plain English Explanation

The notice provision establishes the official rules for how parties communicate about the NDA. This matters more than you might think - if you need to give notice of a breach, terminate the agreement, or request an amendment, the notice provision determines whether your communication is legally effective.

Historically, notices were sent by certified mail or overnight courier to ensure proof of delivery. Today, email has become the standard for most business communications, but NDAs must address whether email counts as valid notice and, if so, what address should be used.

The clause typically specifies: (1) acceptable methods of delivery (mail, courier, email, fax), (2) specific addresses for each party, (3) when notice is deemed received, and (4) how to update contact information.

⚠ Why It Matters

Legal Effectiveness of Communications: If the notice provision requires certified mail and you only send an email, your notice may be legally ineffective. This could affect termination dates, cure periods, and breach claims.

Proof of Delivery: In disputes, you may need to prove that the other party received your notice. Certified mail provides a signature; email provides read receipts and server logs. The notice provision should match your ability to document delivery.

Timeliness Issues: The clause determines when notice is "deemed received" - upon actual receipt, upon sending, or after a specified number of days. This affects whether you've met deadlines for termination, cure, or other time-sensitive obligations.

Modern Business Practices: Companies change addresses, employees change roles, and email domains change with acquisitions. A good notice provision accommodates these changes while maintaining reliable communication channels.

🚩 Risk Factors

📄 Clause Versions

Balanced Version: Accepts multiple methods including email, with clear deemed receipt rules and address update procedures. 
NOTICES

(a) Methods of Delivery. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by one of the following methods:
    (i) Personal delivery;
    (ii) Certified mail, return receipt requested, postage prepaid;
    (iii) Nationally recognized overnight courier service; or
    (iv) Email transmission to the address specified below, provided that a copy is also sent by one of the methods described in (i), (ii), or (iii) within two (2) business days.

(b) Addresses. Notices shall be sent to the addresses set forth in the signature block of this Agreement, or to such other address as either party may designate by written notice to the other party.

(c) Deemed Receipt. Notice shall be deemed received:
    (i) Upon personal delivery;
    (ii) Three (3) business days after deposit in the U.S. mail via certified mail;
    (iii) One (1) business day after deposit with an overnight courier; or
    (iv) Upon transmission by email if sent during normal business hours, or the next business day if sent outside normal business hours.

(d) Change of Address. Either party may change its address for notice purposes by providing written notice to the other party in accordance with this Section. Such change shall be effective upon receipt.
Traditional Version: Emphasizes certified mail and overnight courier for maximum proof of delivery. Email is secondary. More formal but slower. 
NOTICES

(a) Formal Notice Required. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by:
    (i) United States certified or registered mail, postage prepaid, return receipt requested; or
    (ii) A nationally recognized overnight courier service (such as FedEx, UPS, or DHL) with tracking capability and proof of delivery.

(b) Addresses. All notices shall be addressed as follows:

If to [Party A]:
[Name]
[Title]
[Company Name]
[Street Address]
[City, State ZIP]
Attention: [Contact Name]

If to [Party B]:
[Name]
[Title]
[Company Name]
[Street Address]
[City, State ZIP]
Attention: [Contact Name]

(c) Deemed Receipt. Notice shall be deemed to have been duly given and received:
    (i) Upon personal delivery, if personally delivered;
    (ii) Five (5) business days after deposit in the United States mail, if sent by certified or registered mail; or
    (iii) Two (2) business days after deposit with an overnight courier, if sent by overnight courier.

(d) Email as Courtesy Copy. Email may be used to provide a courtesy copy of any notice, but email alone shall not constitute effective notice under this Agreement.

(e) Change of Address. Either party may change its notice address by giving the other party ten (10) days' prior written notice of such change in accordance with this Section.
Modern Version: Email is the primary communication method with electronic confirmation. Faster and more practical for routine business operations. 
NOTICES

(a) Electronic Notice Permitted. Any notice, request, instruction, or other communication required or permitted under this Agreement may be given by email to the email addresses specified below or as updated by either party from time to time.

(b) Contact Information.

[Party A]:
Email: [email@company.com]
Attention: [Name/Title]

[Party B]:
Email: [email@company.com]
Attention: [Name/Title]

(c) Effectiveness. Email notices shall be effective upon transmission if sent during the recipient's regular business hours (9:00 AM to 5:00 PM local time), or at the start of the next business day if sent outside regular business hours. The sending party shall retain reasonable evidence of transmission.

(d) Backup Delivery. For notices of termination, breach, or dispute, the sending party shall, in addition to email, send a copy by any commercially reasonable method that provides confirmation of delivery.

(e) Updates. Either party may update its contact information by providing written notice (including by email) to the other party. Such updates shall be effective upon receipt.

(f) Failure of Electronic Systems. If email systems are unavailable due to technical failure, notice may be given by any commercially reasonable method, including telephone followed by written confirmation.

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