Professional Services NDA Email Templates

Dear [Client Name],

Thank you for the opportunity to discuss [project/engagement description]. Before we proceed with sharing detailed proposals and methodologies, I'd like to suggest we put a mutual confidentiality agreement in place.

This protects both of us - your business information and strategies will be kept confidential, and our proprietary approaches and pricing will be similarly protected.

I've attached a standard mutual NDA for your review. Key points:

- Mutual obligations (both parties protected equally)
- [X]-year confidentiality period
- Standard exceptions for public information and legal requirements
- Covers the scope of our discussions and any potential engagement

Please review and let me know if you have any questions or would like to discuss any provisions. Once signed, we can move forward with detailed discussions.

Best regards,
[Your Name]

Hi [Client Name],

I'm excited to get started on [new project description]. Before we dive in, I wanted to address our confidentiality arrangements.

[Choose one:]

If previous NDA has expired:
Our previous NDA from [date] has expired. I've prepared an updated agreement for this new engagement.

If scope has changed significantly:
Given the different nature of this project (particularly [sensitive aspect]), I'd suggest a new NDA that specifically addresses the scope of this engagement.

If previous NDA covers it:
I believe our existing NDA from [date] covers this engagement. Just wanted to confirm you agree before we proceed.

Please let me know your preference, and I'm happy to provide a new agreement if needed.

Best,
[Your Name]

Dear [Client Name/Legal Contact],

Thank you for sending the NDA for our upcoming engagement. We've reviewed the agreement and are prepared to sign with a few modifications that are standard in our professional services engagements.

Proposed changes:

1. Mutual Confidentiality (Section [X]): We propose making the confidentiality obligations mutual, as we will also be sharing proprietary methodologies and approaches. This is standard practice in professional services relationships.

2. Term Limitation (Section [X]): We suggest changing "perpetual" to "[3-5] years," which provides meaningful protection while allowing for practical compliance. True trade secrets can be carved out for longer protection.

3. Residuals Clause: We request adding a standard residuals provision allowing us to use general ideas and knowledge retained in memory. Proposed language attached.

4. [Additional Item]: [Explanation]

I've attached a redlined version showing these modifications. These are standard provisions we include in our client agreements, and we've found they create a more balanced and workable relationship for both parties.

Happy to discuss any of these points at your convenience.

Best regards,
[Your Name]

Hi [Client Name],

Thanks for sending the NDA. I've reviewed it and noticed the confidentiality obligations are one-way, protecting only [Client Company]'s information.

In our engagement, we'll be sharing valuable information as well, including:

- Our proprietary methodologies and frameworks
- Pricing structures and business terms
- Strategic approaches developed over years of practice

To create a fair and balanced relationship, I'd like to propose making this a mutual NDA where both parties have the same confidentiality obligations. This is standard practice in professional services engagements and ensures we're both protected equally.

The simplest approach is to change "Receiving Party" and "Disclosing Party" throughout to allow for bilateral information sharing. I'm happy to provide redlined language or use our standard mutual NDA as a starting point.

Does this work for you?

Best,
[Your Name]

Hi [Client Name],

Thanks for your response regarding the NDA. I understand your preference for perpetual confidentiality, but I'd like to share some practical considerations:

Compliance challenges: Perpetual obligations require tracking confidential information indefinitely. Over time, it becomes difficult to remember what can and cannot be discussed, creating inadvertent compliance risks for both of us.

Information aging: Most business information (strategies, plans, operational data) naturally becomes stale within a few years. Market conditions change, making historical information less sensitive.

Industry standard: In professional services, 3-5 year terms are standard. This provides meaningful protection during the period when information is actually sensitive.

Proposed compromise: We suggest a 5-year term for general confidential information, with an exception that true trade secrets (specifically identified as such) will be protected as long as they maintain trade secret status under applicable law.

This gives you extended protection for your most valuable information while creating a practical, enforceable agreement for both parties.

Would this approach work for your team?

Best,
[Your Name]

Hi [Client Name],

I noticed that Section [X] of the NDA includes language that would prevent us from working with your competitors. While I understand the concern, this provision goes beyond confidentiality and into non-compete territory.

Our position:

- As a professional services firm, we serve multiple clients, including companies that may compete with each other
- We maintain strict information barriers between client engagements
- We can absolutely commit to never using YOUR confidential information to benefit other clients
- We cannot, however, accept restrictions on WHO we can work with

What we can offer:

We're happy to include explicit language confirming that your confidential information will not be disclosed to or used for the benefit of any competitor. We can also discuss information barrier protocols if that would provide additional comfort.

What we need to remove is the blanket restriction on serving competitors, which isn't practical for our business model and isn't standard in professional services NDAs.

Can we schedule a brief call to discuss?

Best,
[Your Name]

Hi [Client Name],

I wanted to follow up on the NDA I sent on [date]. I know legal reviews can take time, so I wanted to check if there are any questions or concerns I can help address.

[Choose appropriate option:]

If eager to start:
We're excited to get started and have availability beginning [date]. Having the NDA in place will allow us to begin sharing detailed proposals and methodologies.

If there's flexibility:
There's no immediate rush, but I wanted to make sure it hadn't gotten lost in the shuffle. Let me know if it would be helpful to schedule a quick call to discuss any provisions.

If modifications were proposed:
I realize I proposed some modifications in my last email. If any of those are sticking points, I'm happy to discuss alternatives that work for both of us.

Looking forward to hearing from you.

Best,
[Your Name]

Hi [Client Name],

Thank you for returning the signed NDA. I've countersigned and attached a fully executed copy for your records.

For reference:

- Effective Date: [Date]
- Confidentiality Period: [X] years from disclosure
- Scope: Discussions regarding [engagement description]

Next steps:

With confidentiality protections in place, we can now [proceed with detailed proposal / share our methodology / begin discovery / schedule kickoff].

I'll [send the detailed proposal / reach out to schedule a call / share the requested materials] by [date].

Looking forward to working together.

Best regards,
[Your Name]

Hi [Client Name],

Thank you for sending the NDA. I've reviewed the agreement and am happy to sign. Just a few clarifications for our mutual understanding:

1. Scope: I understand this covers discussions related to [engagement/project]. Please confirm if you intend a broader scope.

2. Prior knowledge: Per Section [X], information we already possess prior to this engagement is excluded. This preserves our ability to serve other clients using our existing expertise.

3. Residual knowledge: We understand we may retain and use general ideas, concepts, and know-how in our unaided memory, provided we don't disclose specific confidential information.

If these understandings are correct, I'm prepared to sign immediately. Please let me know if you'd like to discuss any of these points.

Best,
[Your Name]

Dear [Client Name],

Thank you for considering our proposal and for the discussions regarding the NDA terms. Unfortunately, after careful consideration, we're unable to accept the agreement in its current form.

Our concerns:

The [specific provision - e.g., non-compete clause / unlimited liability / perpetual obligations] would [impact on your practice - e.g., prevent us from serving other clients in your industry / expose us to unlimited risk / create indefinite compliance obligations].

These terms fall outside what we can accept for professional services engagements and would set a precedent we can't support for our practice.

Alternatives:

If circumstances change or you're able to revisit these provisions, we'd be happy to resume discussions. We've found that [alternative approach] addresses the underlying concerns while creating a workable agreement.

I'm sorry we couldn't reach agreement on this occasion. Thank you for your time and consideration.

Best regards,
[Your Name]