How to Use These Templates
These email templates are designed for common NDA scenarios in business deals. Each template includes placeholders (highlighted in yellow) that you should customize with your specific details.
✅ Do
Personalize the greeting and context, replace all placeholders, and maintain a professional but friendly tone.
❌ Don't
Send templates without customization, leave placeholder text, or use aggressive language even when pushing back.
Proposing Your NDA
Initial NDA Proposal
Use when initiating NDA discussions with a new potential partner
Mutual NDA for [Partnership/Discussion Topic]
Hi [Name],
Thank you for our conversation about [topic of discussion]. I'm excited about the potential opportunity to work together.
Before we dive into the details, I'd like to suggest we put a mutual confidentiality agreement in place. This will allow both of us to share information more openly as we explore the opportunity.
I've attached our standard mutual NDA for your review. It's straightforward and balanced - we use similar terms with our other business partners. Key points include:
- Mutual confidentiality obligations (we're both protected)
- [2-3] year term with [3] year survival
- Standard exceptions for public information and independent development
- [Your State] governing law
Please take a look and let me know if you have any questions or suggested changes. I'm happy to discuss any provisions that may not work for your situation.
Looking forward to moving things forward.
Best regards,
[Your Name]
[Title]
[Company]
NDA Before Sending RFP
Use when you need confidentiality before sharing requirements documents
Confidentiality Agreement - [Project Name] RFP
Hi [Name],
We're preparing to share detailed requirements for our [project/initiative] as part of the vendor selection process. Before we send the full RFP documentation, we need to have a confidentiality agreement in place.
I've attached our standard NDA, which covers the confidential information we'll be sharing including [technical specifications, budget parameters, timeline, etc.]. The agreement includes mutual obligations, so any proprietary information you share in your response will also be protected.
Could you please:
1. Review the attached NDA
2. Have it signed by an authorized representative
3. Return the executed copy to me
Once we receive the signed NDA, we'll send over the complete RFP package. We're targeting responses by [date], so please let me know if you need anything to expedite the NDA review.
Thank you,
[Your Name]
[Title]
[Company]
Responding to Their NDA
Response - Minor Changes Needed
Use when their NDA is mostly acceptable with a few adjustments
Re: NDA Review - Proposed Modifications
Hi [Name],
Thank you for sending over the NDA. We've reviewed it and are aligned on the general approach. I have a few proposed modifications to ensure the agreement works for both of us:
1. [Issue, e.g., "Term Duration (Section X)"]: [Proposed change and brief rationale]
2. [Issue, e.g., "Permitted Recipients (Section X)"]: [Proposed change and brief rationale]
I've attached a redlined version showing these changes for easy review. These are straightforward modifications that shouldn't require significant discussion.
Happy to schedule a quick call if you'd prefer to discuss, or feel free to send over a revised version if these changes work for your team.
Best,
[Your Name]
Response - Significant Concerns
Use when their NDA has multiple problematic provisions
Re: NDA Review - Concerns and Alternative Proposal
Hi [Name],
Thank you for the NDA draft. We're eager to move forward with our discussions but have identified several provisions that we'll need to address before we can sign.
Our key concerns:
1. [Primary Issue]: [Explanation of why this is problematic for your business]
2. [Secondary Issue]: [Explanation]
3. [Third Issue]: [Explanation]
Given the number of changes needed, it may be more efficient to use our standard mutual NDA as an alternative starting point. I've attached it for your review. Our template is balanced and we've used it successfully with [similar companies/partners].
Alternatively, I'm happy to schedule a call to discuss these concerns directly and find solutions that work for both sides.
Please let me know which approach you'd prefer.
Best regards,
[Your Name]
Counter-Proposing Your Template
Use when you want to propose your NDA instead of negotiating theirs
Re: NDA - Alternative Template for Consideration
Hi [Name],
Thanks for sending your NDA draft. Before diving into detailed review, I wanted to share our standard mutual NDA as an alternative starting point.
We've found this template works well for business discussions like ours because it:
- Provides balanced mutual protections
- Uses standard industry terms that most legal teams accept quickly
- Avoids provisions that typically require extensive negotiation
If your team is comfortable proceeding with our template, we can likely execute within [timeframe]. Of course, if you have specific provisions from your template that are important to include, I'm happy to discuss incorporating them.
Let me know your preference and we'll move forward accordingly.
Best,
[Your Name]
During Negotiation
Responding to Their Pushback
Use when they reject your proposed changes
Re: NDA Negotiation - Addressing Your Concerns
Hi [Name],
I appreciate you taking the time to review our proposed changes and understand your position. Let me address your concerns:
On [their objection]: [Your explanation of why your position is reasonable and/or an alternative compromise]
On [their second objection]: We can accept [their preferred language/position] as a compromise on this point.
I believe we're close to alignment. The remaining open item is [key remaining issue]. Would a brief call help us resolve this? I'm available [date/time options].
Looking forward to getting this finalized so we can focus on the substance of our discussions.
Best,
[Your Name]
Requesting Mutual Obligations
Use when their NDA is one-way but you need mutual protection
Re: NDA - Request for Mutual Terms
Hi [Name],
Thank you for the NDA. I noticed it's structured as a one-way agreement with [Company Name] as the sole disclosing party.
Given the nature of our discussions, we'll also be sharing confidential information including [types of information you'll share]. To ensure both parties are protected, we need this to be a mutual agreement with reciprocal confidentiality obligations.
I've attached a revised version with mutual terms. The substantive protections remain the same - we've simply made the obligations apply to both parties equally.
This is a standard request for us whenever information flows both directions. Please let me know if you have any questions about the changes.
Best regards,
[Your Name]
Negotiating Term Length
Use when their proposed duration is too long or too short
Re: NDA - Term Duration Discussion
Hi [Name],
We're aligned on most of the NDA terms, but I wanted to discuss the [X]-year survival period in Section [X].
[Choose one:]
If too long: For the type of information we'll be discussing, industry standard is typically [2-3] years. Information shared in exploratory business discussions tends to become stale relatively quickly, and a [shorter] year term provides adequate protection while being proportionate to the nature of our discussions.
If too short: Given that we'll be sharing [trade secrets/sensitive technical information], we need a longer protection period. For true trade secrets, we typically require indefinite protection (for as long as they remain trade secrets), while other confidential information could have a [3-5] year survival.
Would a [X]-year term work as a compromise? Happy to discuss if you have concerns.
Best,
[Your Name]
Follow-Up and Closing
Follow-Up - Awaiting Signature
Use when you've sent the NDA but haven't received it back
Following Up: NDA for [Partnership/Project]
Hi [Name],
I wanted to follow up on the NDA I sent over on [date]. I understand these things can take time to work through internal review, but I wanted to check on the status.
We're eager to move forward with our discussions about [topic], and getting the NDA in place will allow us to share the information we discussed.
Is there anything I can help with to move this along? If there are specific concerns about any of the terms, I'm happy to discuss or schedule a call with our respective teams.
Please let me know where things stand.
Thanks,
[Your Name]
Sending Final NDA for Execution
Use when terms are agreed and you're ready to sign
NDA Final Version for Signature
Hi [Name],
Great news - we're aligned on all the NDA terms. I've attached the final version incorporating our agreed changes.
I've already signed on behalf of [Your Company]. Could you please:
1. Review to confirm it matches our agreed terms
2. Have it signed by [authorized signatory name/title]
3. Return a fully executed PDF to me
Once I receive the signed copy, I'll send over [the materials/information we discussed] so we can get started.
Thanks for working through this efficiently. Looking forward to our continued discussions.
Best regards,
[Your Name]
Confirming Execution
Use after receiving the countersigned NDA
NDA Confirmed - Next Steps
Hi [Name],
I've received the fully executed NDA - thank you for getting that completed.
With confidentiality protections now in place, I'm attaching [description of materials you're sharing] as discussed.
For our next conversation, I'd suggest we focus on [agenda items]. Are you available [proposed dates/times]?
Please remember that all materials shared under this NDA should be treated as confidential and limited to those with a need to know on your team.
Looking forward to our continued discussions.
Best,
[Your Name]
💡 More Negotiation Strategies
For detailed negotiation tactics, common pushback scenarios, and when to walk away, see our NDA Negotiation Playbook.