Term and Duration Email Templates

Hi [Name], The current draft requires confidentiality obligations to survive for [10 years / indefinitely] after termination. This is longer than appropriate for the type of information involved. The information we anticipate receiving relates to [business strategies / market analysis / current product specifications]. This type of information typically has a limited shelf life - market conditions change, products evolve, and business strategies are updated regularly. We propose a [3-year / 5-year] survival period, which: - Provides meaningful protection during the period the information retains value - Aligns with industry standards for this type of transaction - Allows both parties to manage compliance obligations reasonably For context, we currently manage NDAs with [dozens / hundreds] of counterparties. Perpetual or very long-term obligations create significant administrative burden and compliance risk. Would a [3-year / 5-year] survival period work for you? Best regards, [Your Name]

Hi [Name], The NDA requires confidentiality obligations to continue "in perpetuity" or "for so long as the information remains confidential." We cannot accept this language. Our concerns: 1. Indefinite obligations are impractical to manage. We cannot track compliance with open-ended commitments across personnel changes, corporate transactions, and evolving business operations. 2. Courts in some jurisdictions view perpetual obligations skeptically, which may affect enforceability. 3. Information rarely retains its confidential character indefinitely. What is sensitive today becomes public or obsolete over time. We propose the following approach: "Confidentiality obligations shall survive for a period of [5] years following termination or expiration of this Agreement, except that obligations with respect to trade secrets shall continue for so long as such information qualifies as a trade secret under applicable law." This gives you perpetual protection for genuine trade secrets (which is available under trade secret law anyway) while providing a reasonable fixed term for other confidential information. This is our standard approach and a common market term. Best regards, [Your Name]

Hi [Name], The current NDA has a [2-year] term with no termination rights. We need to add the ability to terminate early. Business circumstances change. If the contemplated transaction does not proceed, or if our business relationship develops differently than anticipated, we should be able to stop the ongoing disclosure relationship. We propose adding: "Either party may terminate this Agreement at any time upon [30] days' prior written notice to the other party. Termination shall not affect either party's confidentiality obligations with respect to Confidential Information disclosed prior to the effective date of termination, which obligations shall survive in accordance with Section [X]." This approach: - Allows either party to terminate with reasonable notice - Clarifies that termination only affects future disclosures - Preserves confidentiality obligations for information already shared This is a standard provision and should not be controversial. Best regards, [Your Name]

Hi [Name], The proposed [2-year / 3-year] survival period is insufficient for the type of information we will be sharing. We will be disclosing: - [Long-term strategic plans with 5+ year horizons] - [Proprietary technology that took years to develop] - [Customer relationships that are cultivated over decades] - [Trade secrets that provide ongoing competitive advantage] This information retains significant value well beyond a [2-year / 3-year] window. Disclosure of our [strategic plans / technology / customer information] even 5 years from now could cause substantial competitive harm. We need a minimum [7-year / 10-year] survival period, or alternatively: "Confidentiality obligations shall survive for [5] years following termination, except that obligations relating to trade secrets, proprietary technology, customer information, and long-term strategic plans shall survive for [10] years or for so long as such information remains confidential, whichever is longer." This tiered approach gives you a reasonable fixed term for routine business information while providing extended protection for our most sensitive materials. Best regards, [Your Name]

Hi [Name], I understand your preference for a fixed-term survival period, but we need ongoing protection for our trade secrets. Here is why this is reasonable: 1. Trade secret protection under law (the Defend Trade Secrets Act and state laws) already lasts indefinitely - for as long as the information qualifies as a trade secret. We are not asking for anything beyond what the law provides. 2. The obligation is self-limiting. Once information becomes public through legitimate means, it is no longer a trade secret and your obligations automatically terminate. 3. The compliance burden is manageable. You simply need to continue treating information as confidential for as long as it qualifies for protection - the same standard you would apply to your own trade secrets. We can accept a fixed term for general confidential information, but propose: "Confidentiality obligations with respect to trade secrets (as defined under the Defend Trade Secrets Act or applicable state law) shall continue for so long as such information qualifies as a trade secret." This is the market-standard approach for trade secret protection and is widely accepted. Best regards, [Your Name]

Hi [Name], The current [6-month / 1-year] disclosure period may be too short for our purposes. The [due diligence / evaluation / partnership exploration] we are contemplating is complex and may require extended discussions. If the disclosure period expires while we are still in active discussions, we would need to execute a new NDA or amendment to continue sharing information. We propose extending the disclosure period to [2 years] with an automatic renewal provision: "This Agreement shall remain in effect for a period of [2] years from the Effective Date (the 'Initial Term'). Thereafter, this Agreement shall automatically renew for successive [1-year] periods unless either party provides written notice of non-renewal at least [30] days prior to the end of the then-current term." This approach: - Provides adequate time for complex discussions - Avoids the need for amendments or new agreements - Gives both parties an exit mechanism with reasonable notice Alternatively, we could include a simple extension mechanism requiring mutual written agreement. Best regards, [Your Name]

Hi [Name], I have concerns about the termination-for-convenience provision you proposed. If we invest significant time and resources sharing detailed information with your team, and you can terminate the NDA at will, we bear disproportionate risk. Termination could occur immediately after you have received the information you wanted. We can accept termination rights with the following modifications: Option A - Minimum term before termination: "Neither party may terminate this Agreement prior to [6 months] from the Effective Date. Thereafter, either party may terminate upon [60] days' prior written notice." Option B - Termination only for cause: "Either party may terminate this Agreement upon [30] days' written notice if the other party materially breaches this Agreement and fails to cure such breach within said notice period." Option C - Termination with return/destruction certification: "Upon termination, the Receiving Party shall certify in writing that all Confidential Information has been returned or destroyed within [10] business days of the termination date." Which approach works best for your team? Best regards, [Your Name]