Sending NDAs to Clients
Sending NDA to New Client
Professional introduction with your NDA for a new engagement
Subject: NDA for [PROJECT NAME] Engagement
Hi [CLIENT NAME],
Thank you for the opportunity to work together on [PROJECT NAME]. I'm excited to get started.
Before we begin, I'd like to establish a mutual NDA to protect both of our confidential information during this engagement. I've attached a standard confidentiality agreement that covers:
- Protection of your proprietary business information and trade secrets
- Protection of my methodologies and client information
- Clear definitions of what constitutes confidential information
- A reasonable 3-year confidentiality term (with trade secrets protected longer)
Please review the attached document at your convenience. If you have any questions or would like to discuss any provisions, I'm happy to connect.
Once signed, I can begin work on [START DATE/IMMEDIATELY].
Best regards,
[YOUR NAME]
[YOUR TITLE/COMPANY]
[PHONE NUMBER]
Tips for Success
- Attach your NDA as a PDF for professional presentation
- Mention "mutual" if you want both parties bound
- Give a reasonable deadline without being pushy
- Offer to discuss - it shows flexibility
Requesting NDA Before Discovery Call
When you need protection before initial discussions
Subject: Quick NDA Before Our Call on [DATE]
Hi [CLIENT NAME],
Looking forward to our call on [DATE] to discuss [PROJECT/OPPORTUNITY].
Since we'll likely be discussing proprietary information about your [BUSINESS/PRODUCT/TECHNOLOGY], I'd like to suggest we sign a quick mutual NDA beforehand. This protects both of us and allows for a more open conversation.
I've attached a simple, balanced NDA for your review. It's straightforward and shouldn't take more than a few minutes to review.
Would you be able to sign and return before [DATE]? Alternatively, if your company has a standard NDA you prefer, I'm happy to review it.
Looking forward to speaking with you.
Best,
[YOUR NAME]
[PHONE NUMBER]
Tips for Success
- Frame it as protecting BOTH parties
- Offer to use their NDA as an alternative
- Keep it light - this is pre-engagement
- Provide a clear timeline
Negotiating NDA Terms
Requesting Standard Modifications
Professional request for common contractor-friendly changes
Subject: NDA Review - Proposed Modifications
Hi [NAME],
Thank you for sending the NDA. I've reviewed it and am excited to move forward with our engagement. I have a few modifications that are standard for my contracting work:
1. **Mutual Obligations** (Section [X]): I'd like this to be mutual since I'll be sharing some of my proprietary methods and pricing.
2. **Definition Clarity** (Section [X]): I'd like "Confidential Information" to require written designation or marking, which helps both parties track what's protected.
3. **Duration** (Section [X]): I'd prefer a 3-year term rather than perpetual, with trade secrets excepted.
4. **Prior Knowledge Carve-out** (Section [X]): I need to preserve my ability to use general skills and knowledge I had before our engagement.
5. **Portfolio Rights** (Section [X]): As a [DESIGNER/DEVELOPER/CONSULTANT], I'd like the ability to reference this project in my portfolio (without confidential details) after launch.
I've attached a redline showing these changes. These are industry-standard terms that shouldn't affect the protection you need. Happy to discuss if you have questions.
Best regards,
[YOUR NAME]
Tips for Success
- Number your requests for easy reference
- Reference specific sections if you can
- Attach a redline (tracked changes) version
- Emphasize these are "industry standard"
Pushing Back on Problematic Terms
Addressing overly restrictive or one-sided provisions
Subject: NDA Concerns - Need to Discuss Before Signing
Hi [NAME],
I've reviewed the NDA and I'm looking forward to working together. However, I've identified a few provisions that I can't sign as written:
**Section [X] - [ISSUE NAME]**
The current language [DESCRIBE PROBLEM]. This is problematic because [EXPLAIN WHY - e.g., "it would prevent me from working in my field for the next 5 years" or "it assigns IP I created before we met"].
**Proposed solution:** [SUGGEST ALTERNATIVE LANGUAGE OR APPROACH]
**Section [X] - [ISSUE NAME]**
[REPEAT PATTERN]
I want to be clear that I take confidentiality seriously and am committed to protecting your information. These modifications don't reduce your protection - they just ensure the agreement is balanced and workable for an independent contractor relationship.
Would you be available for a brief call to discuss? I'd like to resolve these issues quickly so we can move forward.
Best regards,
[YOUR NAME]
Tips for Success
- Be specific about what's problematic and why
- Always propose solutions, not just objections
- Reaffirm your commitment to confidentiality
- Offer to discuss - shows you're solution-oriented
Responding to Client NDAs
Accepting NDA with Minor Clarifications
When the NDA is generally acceptable but needs small tweaks
Subject: Re: NDA for [PROJECT] - Ready to Sign with One Clarification
Hi [NAME],
Thank you for sending the NDA. I've reviewed it and am happy with the terms overall.
I have one small clarification request before signing:
In Section [X], could we add language confirming that my pre-existing tools and methodologies remain my property? Suggested addition: "For clarity, Contractor's pre-existing intellectual property, tools, templates, and methodologies shall remain Contractor's property."
If you can confirm this via email or add it to the agreement, I'm ready to sign immediately.
Looking forward to getting started!
Best,
[YOUR NAME]
Tips for Success
- Lead with acceptance to show good faith
- Keep clarification requests minimal
- Provide specific language to add
- Offer email confirmation as a quick alternative
Requesting More Time for Review
When you need extra time to review a complex NDA
Subject: Re: NDA Review - Request for Additional Time
Hi [NAME],
Thank you for sending the NDA for my review. I take legal agreements seriously and want to ensure I understand all the terms before signing.
The agreement is more detailed than I initially expected, and I'd like to [REVIEW IT WITH MY ATTORNEY / TAKE A FEW EXTRA DAYS TO REVIEW CAREFULLY].
Would it be possible to extend the review period to [DATE]? I'm committed to moving forward and don't anticipate any major issues - I just want to be thorough.
In the meantime, is there anything I can do to prepare for the engagement, such as [GATHER MATERIALS / SCHEDULE KICKOFF / REVIEW PROJECT SPECS]?
Thank you for understanding.
Best regards,
[YOUR NAME]
Tips for Success
- Explain why you need more time
- Provide a specific date for your response
- Reassure them you expect to move forward
- Offer to advance other work items
Addressing Issues
Reporting Accidental Disclosure
When confidential information is accidentally disclosed
Subject: URGENT: Confidentiality Incident Report
Hi [NAME],
I'm writing to inform you of an accidental disclosure of confidential information that occurred on [DATE].
**What happened:**
[DESCRIBE THE INCIDENT - e.g., "An email containing project specifications was inadvertently sent to the wrong recipient."]
**Information involved:**
[DESCRIBE WHAT WAS DISCLOSED - e.g., "The email contained early-stage product mockups and pricing discussions."]
**Steps already taken:**
1. [IMMEDIATE ACTION - e.g., "Contacted the recipient and requested immediate deletion"]
2. [ADDITIONAL ACTIONS - e.g., "Received written confirmation that the email was deleted"]
3. [PREVENTIVE MEASURES - e.g., "Implemented additional email verification procedures"]
**Assessment:**
Based on [REASONING], I believe the risk of further disclosure or harm is [LOW/MODERATE]. The recipient [HAS NO RELATIONSHIP WITH COMPETITORS / IS A TRUSTED BUSINESS CONTACT / ETC.].
I take this incident seriously and apologize for the error. Please let me know if you need any additional information or would like to discuss further.
Regards,
[YOUR NAME]
[PHONE NUMBER]
Tips for Success
- Report promptly - delay makes it worse
- Be factual and specific about what happened
- Show what steps you've already taken
- Provide your honest risk assessment
Responding to Breach Allegation
When a client claims you've breached the NDA
Subject: Re: Confidentiality Concern - Response and Clarification
Hi [NAME],
Thank you for bringing your concerns to my attention. I take confidentiality obligations very seriously, and I want to address this matter thoroughly.
**Regarding your concern:**
[SUMMARIZE THEIR ALLEGATION]
**My response:**
[EXPLAIN YOUR POSITION - e.g., "The information in question was publicly available prior to our engagement, as evidenced by [SOURCE/DATE]" OR "I have not disclosed any confidential information. The [PROJECT/WORK] you've seen was developed independently using my own pre-existing knowledge."]
**Supporting documentation:**
I can provide the following to support my position:
- [EVIDENCE 1]
- [EVIDENCE 2]
I remain fully committed to my confidentiality obligations under our agreement. If you have additional concerns or evidence you'd like to share, I'm happy to discuss further.
Would you be available for a call on [DATE] to resolve this matter?
Respectfully,
[YOUR NAME]
Tips for Success
- Respond promptly but not hastily - gather facts first
- Stay professional and non-defensive
- Provide specific evidence for your position
- Consider consulting an attorney before responding
Follow-Up Communications
NDA Signature Reminder
Polite follow-up when waiting for signature
Subject: Following Up: NDA for [PROJECT NAME]
Hi [NAME],
I wanted to follow up on the NDA I sent on [DATE]. I understand things get busy, but I'm eager to get started on [PROJECT] and want to make sure we have this paperwork squared away.
Quick recap:
- NDA sent: [DATE]
- Type: [MUTUAL/UNILATERAL]
- Key terms: [3-year term, standard confidentiality provisions]
If you have any questions or concerns about the terms, I'm happy to discuss. Alternatively, if you'd prefer to use your company's standard NDA, I can review that instead.
Please let me know if there's anything I can do to move this forward.
Best,
[YOUR NAME]
[PHONE NUMBER]
Tips for Success
- Wait at least 3-5 business days before following up
- Keep it brief and helpful, not pushy
- Offer alternatives to make it easy for them
- Include your phone number for quick resolution
Confirming NDA Execution
Acknowledgment after NDA is signed
Subject: NDA Confirmed - Ready to Begin
Hi [NAME],
Thank you for signing the NDA. I've countersigned and attached the fully executed copy for your records.
**Key dates to note:**
- Effective date: [DATE]
- Confidentiality period: [X] years from disclosure
- This NDA covers: [BRIEF DESCRIPTION OF PROJECT/ENGAGEMENT]
I've saved this to my records and am now ready to begin work. Please feel free to share any confidential materials needed for [PROJECT NAME].
Next steps:
1. [NEXT STEP 1 - e.g., "Please send project specifications"]
2. [NEXT STEP 2 - e.g., "Schedule kickoff call for [DATE]"]
Looking forward to working together!
Best,
[YOUR NAME]
Tips for Success
- Always send a copy of the fully executed agreement
- Summarize key terms for easy reference
- Transition smoothly to project kickoff
- Keep your own records organized
Related Resources
Need a Contractor NDA to Send?
Generate a professional, customized NDA in minutes.