Have you received a copy of NDA for review? Instead of outright declining NDA, I will suggest you review the NDA, identify the clauses that you have concerns ab

Have you received a copy of NDA for review? Instead of outright declining NDA, I will suggest you review the NDA, identify the clauses that you have concerns about, let the client know your concerns and request to modify/remove the relevant clauses. Most of the time client will either modify the clauses or let you know the reasons for having those clauses in NDA. Recently, I requested a client to sign an Indemnification and hold harmless agreement. The client came back expressing their concerns about couple of clauses and requested to remove them. I replied with details on what is the purpose of those clauses and how they protect both parties. I also suggested to the client that they are welcome to suggest modifications that achieve similar objective and situations as original clauses and also address their concerns. Once client understood the reasons for those clauses, they signed the agreement without requesting any changes or removal of those clauses.