Negotiation
How to Negotiate an NDA Before You Sign
By FixMyContractLast updated Sep 27, 20265 min read
A common starting point when negotiating an NDA is whether, in this deal, you are mostly giving information or mostly receiving it. The answer usually shapes which changes matter. After that, the process often comes down to a short list, requests described as results in plain words, and a view on what happens if the other side says its form cannot change.
This guide covers the process. The individual red flags are in what to watch for in an NDA, and the general mechanics of sending a change request are in how to ask for changes to a contract.
1. Which side you are on
An NDA usually protects the side that shares, so the same clause can help one party in one deal and cut against it in the next.
| If you mostly… | You usually want | Examples |
|---|---|---|
| Receive information | A narrow definition, the standard exclusions, a clear end date, room to keep backups | A freelancer reading a client's specs, an employee, a vendor |
| Share information | A wide definition, a clear purpose limit, a duty to return or destroy, notice before any forced disclosure | A founder pitching, a small business showing its accounts to a buyer |
| Both | The same terms for both sides — a mutual NDA | Two businesses discussing a partnership |
A freelancer who will explain their own methods on a scoping call is usually in the third row, even if the client sent a one-way form.
2. A short list of points
An NDA is often the first document in a relationship. A long list of changes at that stage can slow things down more than the points are worth. Many people raise only the points that match their side in the table above and leave the rest.
Points that people on the receiving side commonly raise first:
- A mutual NDA, when both sides will share something of their own.
- An end date for the duty of secrecy. For how long NDAs in a research set run, see How long do NDAs last?
- The standard exclusions, when any are missing: public, already known, received lawfully from someone else, developed independently.
- Removing anything that is not about secrecy, such as a promise not to work with competitors. See non-competes inside an NDA.
3. The result, not the wording
It is enough to name the section and describe the result, for example adding the usual exclusions for public and already-known information, a fixed end to the duty of secrecy, or a mutual version when you will share your own process.
The side that owns the document then usually writes the new words, which keeps responsibility for the wording with whoever drafted it. FixMyContract reviews an NDA and points to what people often raise. Where it shows alternative wording, that is generic text for this type of agreement — a starting point to discuss with the other side, not a drop-in replacement.
4. Whether a mutual version exists
Many companies keep two forms: a one-way NDA and a mutual one. A question about a mutual version is often faster than marking up the one-way form, because the other side's own form is usually already approved on their end.
5. If they say the form cannot change
A "standard, non-negotiable" NDA usually still leaves some options:
- One change only — the point that matters most.
- The reason behind it. Sometimes a clause stays because nobody has asked about it before, not because it is essential.
- Sharing less. What is disclosed is up to the side that holds it. When the NDA does not protect your material, some people keep that material out of the conversation until it does.
- A record of what was shared and when, which makes it clearer later what was covered.
- Not signing, when a point you cannot accept stays in. That is a business decision, and it is yours.
6. Before the final version is signed
A few points often get a last look at this stage:
- A comparison with the version you commented on, to see whether each agreed change is in and whether anything else changed quietly.
- The parties' names, including the company that actually owns the information.
- Whether the person signing for the other side is someone who can sign for it.
- A signed, dated copy for your records.
FAQ
Is it normal to negotiate an NDA? Often, yes. A request for a mutual version, an end date or the standard exclusions is common, including before a job interview or a first client call.
Will asking for changes cost me the deal? It can slow things down, which is one reason many people keep the list short. A request that names a section and states the result you want is usually easier for the other side to answer than a vague concern.
Can I sign now and fix it later? Once it is signed, a change usually needs a written amendment that both sides sign. It is usually easier to raise a point before signing than after.
Before you reply
FixMyContract reads an NDA from your side of the deal and shows which clauses cut against you and what people usually ask for instead, before you decide which points to raise.
👉 Check an NDA free — your first analysis is free, no card, no deadline to use it.