Home Blog NDA Negotiation: Key Terms, Strategies, Legal Help

NDA Negotiation: Key Terms, Strategies, Legal Help

Jump to Section

What to Know About the NDA Negotiation Process: Tips, Strategies, and Legal Assistance

Signing an NDA (Non-Disclosure Agreement) can sometimes feel stressful. These contracts are legally binding and can have significant consequences if their terms are violated. Although you might think you have to agree to and sign an NDA when receiving it, there is room for negotiation.

Read the rest of this article to explore what an NDA typically contains and what to look for so you can negotiate some of its terms. We’ll also feature when it’s advisable to consult a qualified lawyer for assistance with the negotiation process.

What’s in an NDA?

An NDA can be unilateral, in which one party shares information with the receiving party, or mutual, in which both parties share information. This contract usually contains some important information related to the following:

  • Confidential information. The agreement specifies what information is protected, such as trade secrets or technology that will be used during a work project.
  • Uses. It should be clearly stated how the receiving party is allowed to use the information they receive and how they must protect it.
  • Duration. The agreement will run for a specific amount of time, which must be specified.
  • Post-termination obligations. This section of the document explains how the data or information should be handled by the receiving party when the contract comes to an end, such as if it should be destroyed or returned.
  • Remedies. If the contract is breached, there will be specific consequences, such as penalties or legal action taken against the offending party.

How Can You Negotiate Terms in an NDA?

When receiving an NDA, you should take the time to read through it and carefully review it so that you are sure you understand everything. There are some specific things to look for so that you can discuss the points with the other party and get a better deal.

Get Clarity About the Information

Sometimes, negotiation is really about clearing up any confusion in the document so that both parties are satisfied with what’s being outlined.

The NDA should provide clear instructions on what information needs to be protected. If it’s vague, the receiving party will want to seek clarity, such as by suggesting any exceptions to the rule or how to treat information that’s already in the receiving party’s possession.

Rethink Non-Compete Clauses

In some cases, an NDA contains non-compete clauses that prevent the receiving party from developing similar goods or services to those of the disclosing party. While this might seem reasonable, it’s not common for the receiving party to have to agree to non-competes. At the very least, they should negotiate for them to be reasonable and not too restrictive.

Set a Duration

In some cases, the NDA might not mention how long the receiving party isn’t allowed to disclose the information. This can result in one being locked into the contract indefinitely. It’s best to ask for a shorter term that’s no longer than two years.

Check the Purpose

The NDA should clearly define the purpose for the information so that there’s no risk of accidentally breaching the agreement. You should push for specific explanations from the other party.

Focus on the Most Important Points

Instead of trying to change every point in the NDA, which can put the other party on the offensive, you should focus on what’s most important. Generally, these include the duration, scope, and liability.

Provide Reasons

Whatever you wish to change in the NDA, back it up with a sound explanation. For example, if you want to revise the duration of the NDA, you could explain how indefinite obligations put you at risk.

Suggest Clear Edits

Instead of merely flagging clauses you’re unhappy with, you should provide more specific or clear clauses. This is a constructive way to get a more favorable outcome.

For example, if you’d like to change a clause that states you have to return all information after termination immediately, which sounds too vague and broad, you could rephrase it as, “The recipient shall use reasonable efforts to return all confidential information, except for copies as required by law or internal compliance policies.”

Do You Need a Lawyer to Negotiate an NDA?

Although you might feel confident to review and negotiate your NDA, such as if it’s simple and straightforward, there are good reasons to consult a lawyer for guidance and help with the process.

Once you’ve identified any clauses that don’t feel right, such as if they’re too restrictive, your lawyer will help you to negotiate your NDA in the following ways:

  • They’ll notice any hidden risks that you might miss.
  • They’ll explain how the information can and can’t be used, providing you with clarity.
  • They’ll protect you against any future consequences that could harm you.
  • They’ll unpack legal jargon and complex wording that can make it challenging to understand all the finer details of the contract.
  • They’ll negotiate on your behalf by knowing how to push back on any sections that are harsh or broad, and when to settle.
  • They’ll consider your priorities so that they negotiate with your best interests in mind.
  • They can rewrite the NDA for clarity, helping you to avoid uncertainty or costly mistakes.

Where Can You Find a Lawyer to Help You Negotiate an NDA?

If you need to hire a lawyer to help you negotiate your NDA, you might wonder where to find one who’s experienced, qualified, and ready to assist you. Online legal platforms make this task easier than it used to be.

One of the largest online legal marketplaces is contactsCounsel. This platform puts you in touch with over 1,000 lawyers who are experienced in reviewing NDAs and have been vetted on the platform.

You can choose the best lawyer for your legal requirements according to data provided by the platform, such as their field of expertise, years of experience, location, and reviews from clients for previously completed projects on the platform. This makes finding and hiring a lawyer a stress-free experience.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Meet some of our Lawyers

Rebecca S. on ContractsCounsel
View Rebecca
5.0 (2)
Member Since:
April 6, 2021

Rebecca S.

Attorney/Owner
Free Consultation
San Diego, CA
15 Yrs Experience
Licensed in CA, DC, VA
New England School of Law

I absolutely love helping my clients buy their first home, sell their starters, upgrade to their next big adventure, or transition to their next phase of life. The confidence my clients have going into a transaction and through the whole process is one of the most rewarding aspects of practicing this type of law. My very first class in law school was property law, and let me tell you, this was like nothing I’d ever experienced. I remember vividly cracking open that big red book and staring at the pages not having the faintest idea what I was actually reading. Despite those initial scary moments, I grew to love property law. My obsession with real estate law was solidified when I was working in Virginia at a law firm outside DC. I ran the settlement (escrow) department and learned the ins and outs of transactions and the unique needs of the parties. My husband and I bought our first home in Virginia in 2012 and despite being an attorney, there was so much we didn’t know, especially when it came to our HOA and our mortgage. Our real estate agent was a wonderful resource for finding our home and negotiating some of the key terms, but there was something missing in the process. I’ve spent the last 10 years helping those who were in the same situation we were in better understand the process.

Recent  ContractsCounsel Client  Review:
5.0

"Rebecca you were awesome I appreciate you working with me and helping me get this done. I look forward to working with you in the future."

Ayelet F. on ContractsCounsel
View Ayelet
5.0 (7)
Member Since:
June 9, 2021

Ayelet F.

Attorney
Free Consultation
Coral Springs, FL
13 Yrs Experience
Licensed in FL
Nova Southeastern University

Ayelet G. Faerman knows what influencers mean to brands today. With experience as legal counsel for a beauty brand for over 5 years, and overseeing multiple collaborations, Ayelet has experienced the rise of influencer marketing. As the founder and managing partner of Faerman Law, PA her practice focuses on influencer relations including a specialization in contract negotiations.

Recent  ContractsCounsel Client  Review:
5.0

"Professional, pleasant to work with and excellent communication. Would highly recommend Ayelet!"

Melissa G. on ContractsCounsel
View Melissa
5.0 (1)
Member Since:
May 27, 2021

Melissa G.

Trademark and Business attorney
Free Consultation
Fort Lauderdale
14 Yrs Experience
Licensed in FL
University of Miami School of Law

Melissa D. Goolsarran Ramnauth, Esq. is an experienced trial-winning trademark and business attorney. She has represented large businesses in commercial litigation cases. She now represents consumers and small businesses regarding federal trademarks, contracts, and more. Her extensive litigation knowledge allows her to prepare strong trademark applications and contracts to minimize the risk of future lawsuits.

Ryan W. on ContractsCounsel
View Ryan
5.0 (11)
Member Since:
June 8, 2021

Ryan W.

Attorney
Free Consultation
Mechanicsburg, PA
16 Yrs Experience
Licensed in PA
Widener University Commonwealth School of Law

Ryan A. Webber focuses his practice primarily on Estate Planning, Elder Law, and Life Care Planning. His clients range from young families concerned about protecting their family as well as aging individuals. Ryan provides Estate Planning, Trust Planning, Special Needs Planning, Public Benefit Planning, and Estate Administration. Ryan focuses on the holistic approach to the practice of elder law which seeks to ensure clients are receiving good care when needed and that they preserve enough assets with which to pay for such care. Many families and individuals also come to Ryan for preparation of their wills, power of attorney, and healthcare guidance documents. Additionally, Ryan assists small and medium sized business owners with their organizational and planning needs. From starting or winding down a business, Ryan provides quality business advice.

Recent  ContractsCounsel Client  Review:
4.7

"Ryan helped me better understand my contract (he explained the legalese) and potential issues relating to it. He noticed things I wouldn't have noticed."

Richard G. on ContractsCounsel
View Richard
4.7 (1)
Member Since:
April 21, 2021

Richard G.

Attorney
Free Consultation
Massachusetts
5 Yrs Experience
Licensed in MA
Massachusetts School of Law

Attorney Gaudet has worked in the healthcare and property management business sectors for many years. As an attorney, contract drafting, review, and negotiation has always been an area of great focus and interest. Attorney Gaudet currently works in Massachusetts business, employment, corporate and bankruptcy law.

Samantha B. on ContractsCounsel
View Samantha
Member Since:
April 15, 2021

Samantha B.

Principal and Founder
Free Consultation
Chicago
12 Yrs Experience
Licensed in FL, IL
Ave Maria School of Law

Samantha has focused her career on developing and implementing customized compliance programs for SEC, CFTC, and FINRA regulated organizations. She has worked with over 100 investment advisers, alternative asset managers (private equity funds, hedge funds, real estate funds, venture capital funds, etc.), and broker-dealers, with assets under management ranging from several hundred million to several billion dollars. Samantha has held roles such as Chief Compliance Officer and Interim Chief Compliance Officer for SEC-registered investment advisory firms, “Of Counsel” for law firms, and has worked for various securities compliance consulting firms. Samantha founded Coast to Coast Compliance to make a meaningful impact on clients’ businesses overall, by enhancing or otherwise creating an exceptional and customized compliance program and cultivating a strong culture of compliance. Coast to Coast Compliance provides proactive, comprehensive, and independent compliance solutions, focusing primarily on project-based deliverables and various ongoing compliance pain points for investment advisers, broker-dealers, and other financial services firms.

Jonathan R. on ContractsCounsel
View Jonathan
Member Since:
November 4, 2022

Jonathan R.

Attorney-at-Law
Free Consultation
Parsippany, NJ
35 Yrs Experience
Licensed in NJ
Rutgers University School of Law—Newark

Jonathan Rudolph is an experienced litigator who has been admitted to the state and federal bars of New Jersey since 1991. He is a graduate of Cornell University and Rutgers University School of Law—Newark and the Justice Morris Pashman American Inn of Court. During the nearly four years he served as a Deputy Attorney General in the Division of Law for the State of New Jersey, Mr. Rudolph successfully prosecuted cases under the New Jersey Consumer Fraud Act. Mr. Rudolph practices civil law, primarily litigating matters that include the following: civil; commercial; complex commercial; business disputes; and probate litigation, including will contests. He also offers services for preparing wills, trusts, powers of attorney, advance care directives. In the technology sector, Mr. Rudolph can manage and conduct ediscovery review and management. He also has an extensive background in the implementation and use of technology to ensure statutory regulatory, and internal compliance in multiple industries, particularly as such conduct relates to privacy laws in the U.S. and E.U. and for financial services. He has been recognized as a subject matter expert in regulatory compliance, surveillance, and supervision and is one of the three inventors on U.S. Patent US11336604B2, which governs techniques for supervising communications from multiple communication modalities.

Robert D. on ContractsCounsel
View Robert
Member Since:
May 12, 2021

Robert D.

Attorney
Free Consultation
Ohio
28 Yrs Experience
Licensed in OH
University of Akron School of Law

I am a general practice lawyer with 21 years of experience handling a wide variety of cases, both civil and criminal

George B. on ContractsCounsel
View George
Member Since:
June 21, 2021

George B.

Attorney
Free Consultation
Detroit, MI
13 Yrs Experience
Licensed in MI
Western Michigan University - Cooley Law School

I help start-ups, small businesses, and people realize their potential by leveraging my legal and technological experience. Legally skilled in employment law, intellectual property, corporate law, and real estate transactions.

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with a legal contract?

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

CONTRACT LAWYERS BY TOP CITIES
See All Business Lawyers
NDA NEGOTIATION LAWYERS BY CITY
See All NDA Negotiation Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city