Permitted Disclosures Email Templates

Hi [Name], The permitted disclosures clause needs to include legal counsel. Our attorneys may need to review confidential information to: - Advise us on the contemplated transaction - Review compliance with our existing contractual obligations - Assess regulatory implications We need to add language permitting disclosure to "legal counsel retained by the Receiving Party for purposes of advising on matters related to this Agreement or the Purpose." Attorney-client privilege provides an additional layer of protection for your information. Our outside counsel routinely handle sensitive commercial matters and are bound by professional ethical obligations regarding confidentiality. This is a standard provision. Please confirm you can add this carve-out. Best regards, [Your Name]

Hi [Name], The current draft limits disclosure to "employees directly involved in the Purpose." This is operationally too restrictive for how our organization works. For us to properly evaluate the opportunity, we need to share information with: - Technical teams who assess feasibility - Finance teams who evaluate commercial terms - Legal and compliance teams who review risk - Executive leadership who make decisions We propose the following language: "The Receiving Party may disclose Confidential Information to its employees, officers, and directors who (a) have a need to know such information for purposes of evaluating or implementing the Purpose, and (b) are bound by confidentiality obligations no less protective than those contained herein." The "need to know" standard is the market approach and provides you with protection while giving us operational flexibility. We accept responsibility for ensuring our personnel comply with confidentiality obligations. Best regards, [Your Name]

Hi [Name], We need to expand permitted disclosures to include our affiliates. Our corporate structure includes [parent company / subsidiaries / sister entities] that may be involved in evaluating or implementing the Purpose. The current draft only permits disclosure to employees of the signing entity. We propose adding: "Affiliates of the Receiving Party (meaning any entity that directly or indirectly controls, is controlled by, or is under common control with the Receiving Party), provided that such Affiliates are bound by confidentiality obligations no less protective than those contained in this Agreement." We will remain fully responsible for any breach by our affiliates, so you maintain a single point of accountability. This is standard language for corporate groups. Can you confirm this works for your team? Best regards, [Your Name]

Hi [Name], We need to add a provision addressing legally compelled disclosures. As a [regulated entity / public company / government contractor], we may be required to disclose information to regulators, courts, or government agencies. Without a proper carve-out, we face an impossible choice between breaching the NDA or violating legal obligations. We propose the following provision: "The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party (a) gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted), (b) cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy, and (c) discloses only that portion of the Confidential Information that is legally required to be disclosed." This provision protects your interests by requiring notice and cooperation while allowing us to comply with our legal obligations. This is an essential provision for us. Best regards, [Your Name]

Hi [Name], Given the sensitive nature of the information we will be sharing, we need to limit access to specifically identified individuals. Rather than a general "need to know" standard, we propose: "The Receiving Party may disclose Confidential Information only to the individuals listed in Exhibit A (the 'Authorized Recipients'). Any additions to the Authorized Recipients list require the prior written consent of the Disclosing Party, which shall not be unreasonably withheld." This approach allows us to: 1. Know exactly who has access to our information 2. Conduct due diligence on recipients if needed 3. Limit the scope of potential exposure We are prepared to be reasonable about approving additional recipients - we simply need visibility and the opportunity to object to inappropriate individuals. Please provide the names and roles of individuals who would need access, and we can finalize Exhibit A. Best regards, [Your Name]

Hi [Name], The permitted disclosures clause allows sharing with employees and contractors who are "bound by confidentiality obligations." We need more specificity on this requirement. For employees, we require written confirmation that they are bound by employment agreements with confidentiality provisions that cover the type of information being disclosed. For contractors and other non-employees, we require that they sign a written confidentiality agreement that is: 1. At least as protective as this NDA 2. Provides us with third-party enforcement rights, OR 3. Confirms you will enforce the agreement on our behalf upon request We propose adding: "Prior to any disclosure to Representatives, the Receiving Party shall ensure that each such Representative has executed a written confidentiality agreement with terms no less protective than this Agreement, or is otherwise bound by professional or fiduciary obligations of confidentiality. The Receiving Party shall be liable for any breach of this Agreement by its Representatives." This provides us with assurance that your personnel are properly bound. Best regards, [Your Name]

Hi [Name], I have concerns about the affiliate disclosure provision you proposed. While I understand the operational reasons, permitting disclosure to affiliates creates several issues: 1. We do not know all your affiliates or their business activities 2. Some affiliates may compete with us in certain markets 3. Enforcement becomes complicated across multiple entities 4. Control standards vary by jurisdiction We have two alternative approaches: Option A: Remove affiliate disclosure entirely. If a specific affiliate needs access, we can execute a separate NDA with that entity. Option B: Limit affiliate disclosure to specifically identified entities: "The Receiving Party may disclose Confidential Information to the affiliates listed in Exhibit B, provided that such affiliates are bound by written confidentiality obligations no less protective than this Agreement, and provided further that the Receiving Party remains jointly and severally liable for any breach by such affiliates." Please let me know which approach works better for you, or if you can provide a complete list of affiliates that would need access. Best regards, [Your Name]

Hi [Name], The compelled disclosure provision needs additional protections. While we understand you may face legal requirements to disclose, we need adequate opportunity to protect our information. We propose the following modifications: "If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall: (a) Provide the Disclosing Party with written notice at least [10] business days prior to any such disclosure (or such shorter period as may be required to comply with the legal requirement), identifying the specific Confidential Information to be disclosed and the legal basis for the disclosure; (b) Cooperate with the Disclosing Party, at the Disclosing Party's expense, to obtain a protective order or other appropriate remedy limiting the scope and use of the disclosed information; (c) If a protective order is not obtained, disclose only that portion of the Confidential Information that is legally required, and use commercially reasonable efforts to obtain assurances that the disclosed information will be treated confidentially; and (d) Not oppose any motion by the Disclosing Party to intervene in any proceeding for the purpose of protecting the confidentiality of the Confidential Information." These requirements are reasonable and protect both parties' interests. Best regards, [Your Name]