Can I add an addendum to an NDA that I’m not willing to sign?

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Can I add an addendum to an NDA that I’m not willing to sign?

I’ve been asked to sign an NDA to work with a company, although they have a

huge fine for breach of contract millions of dollars. The NDA also uses very

ambiguous terminology and it’s not clear on exactly what constitutes a breach. It offers us no protection and places us in a difficult position. We want to work with the company but the roadblock is this NDA. We asked if they are willing to amend the NDA, although this is not an option for them. Is it possible for us to propose an addendum to the original NDA to reduce our liability and make certain sections clearer and not open to interpretation? If we both signed and agreed on the addendum, would this then override the original sections in the NDA?

Asked on November 16, 2018 under Business Law, Delaware

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 2 years ago | Contributor

If both sides (i.e. you and the company with whom you would be signing it) agree to a change or addendum, then you can do this. But both parties MUST voluntarily agree to the NDA: you cannot make a unilteral (on your own; not agreed to by them) change.


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