Private NDA Modification Proposal

A blank template you complete and mail directly to the other party — between the two of you only. Be realistic: most companies decline modification requests. The request is still reasonable to make.

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No third-party administration · No public filing · Not legal advice · Mailed by you · Template Version OA-NDA-MOD-v1.0

Read this before you start

Expect a "no." Companies decline most NDA-modification requests, often without engaging the proposal on its merits. We say so up front so you can plan — not because the request itself is unreasonable. A narrow, mutual, written proposal is the most defensible form this ask can take, and a "no" or no response is itself a complete outcome.
This is a private request, not a demand. It creates no obligation on the Company unless and until both parties sign.
OpenArbitration.org is not your lawyer. It only makes the blank template available. It does not represent you, administer the proposal, store the documents, verify the parties, or enforce anything.
Some NDAs prohibit even sending a modification request, restrict the recipient or method of communication, or restrict disclosure of the dispute itself. Read your Original NDA and consult counsel before mailing.
Do not publish the completed Proposal, Exhibit A, proposed statement language, the Original NDA, settlement terms, arbitration award, or underlying dispute facts unless and until the Company executes the Agreement or you are otherwise independently authorized.
Silence is not assent. If the Company does not respond within thirty (30) days, the Original NDA remains in full force. Non-response is not waiver, admission, or wrongdoing.
This template is not legal advice. Consult an attorney before sending.

How It Works

Complete the Template

Fill in the parties, identify the Original NDA, and draft the verbatim Exhibit A statement each side may publish if both sign. We provide the Cover Letter and Proposal as a blank template for you to complete.

Mail Directly to the Company

You print, sign, and mail the documents yourself by USPS Certified Mail (Return Receipt Requested), or by another direct method permitted by the Original NDA. Nothing is sent on your behalf.

Wait for a Direct Response

The Company has thirty (30) days to execute, propose revisions, counter-propose, decline, or take no action. Any response comes directly to you by mail. A decline or no response is the most common outcome and is itself a complete response — the matter ends there.

What this Proposal IS

A private, bilateral request between you and the Company.
A limited modification permitting publication of only the verbatim Exhibit A text both parties initial.
A mutual covenant — both sides may publish only their own approved statement; neither sues the other for that publication.
Supported by adequate consideration through mutual promises and certainty.

What this Proposal IS NOT

Not a demand, complaint, accusation, or attempt to reopen the underlying dispute.
Not a waiver of the settlement, release, award, privilege, or anti-SLAPP/whistleblower protections.
Not administered, stored, reviewed, verified, or enforced by any third party — including OpenArbitration.org.
Not authorization to disclose information sealed by court order, protected by protective order, restricted by statute, or belonging to a nonparty.

The Cover Letter You Send

The Cover Letter is a polite, private request to negotiate — addressed to the Company's General Counsel or designated legal contact. You complete the template yourself, including the company name and counsel address, before printing and mailing.

Cover Letter — Accompanying NDA Modification Proposal (Sample) Example Only

[Date]

{{ConsumerName}}
{{ConsumerAddress}}
{{ConsumerEmail}}

{{CompanyName}}
Attn: General Counsel / Legal Department
{{CompanyLegalAddress}}

Re: Private NDA Modification Proposal

Dear Counsel:

I am enclosing a proposed Modification Agreement to the Non-Disclosure Agreement
we entered in connection with the prior matter between us, identified within the
enclosed Proposal. I am writing to ask whether you would be willing to negotiate
a limited modification of that NDA's confidentiality terms.

The enclosed Proposal is a private document between the two of us. It does not
create any obligation on you unless and until you execute it. You may execute
it as presented, propose changes to the verbatim statements in Exhibit A, send
a counterproposal, decline, or take no action. The response window is thirty
(30) calendar days from your receipt of this letter, but no failure to respond
constitutes assent, waiver, admission, or wrongdoing.

About OpenArbitration.org. The blank template I used was made available
by OpenArbitration.org, a project of Make Sure It Happens Inc. (a 501(c)(3)
nonprofit). OpenArbitration.org is not a party to the Proposal, does not
represent me, and does not administer this matter. It does not send, receive,
review, store, verify, publish, enforce, or retain the Proposal, the Original
NDA, Exhibit A, or any related dispute materials.

You are not required to engage with OpenArbitration.org in any way to respond
to this Proposal. A direct response to me by mail is a complete response.

Sincerely,

{{ConsumerName}}

Enclosure: NDA Modification Proposal (Template Version OA-NDA-MOD-v1.0)

Sample only. You complete the orange fields — including company name and counsel address — on the template yourself before mailing. The Cover Letter and Proposal templates are made available after you create a free account.

What the Proposal Contains

The enclosed Proposal is a complete bilateral modification agreement. The Company can execute as-is, revise the verbatim Exhibit A text, counter-propose, decline, or take no action.

§1 — Private Bilateral Proposal

Direct request between the two parties. Reservation of all rights. 30-day response window. Silence is not assent.

§2 — Limited Modification

Original NDA modified only to permit verbatim Exhibit A statements. All other terms unchanged.

§3 — Approved Statements

Exact verbatim text — no paraphrase, no summary, no misleading context. Both parties must initial.

§4 — Mutual Covenant Not to Sue

Each party may publish its own approved statement. Neither sues the other for conforming publication. Speech-protective rights reserved.

§5 — No Third-Party Administration

No registry, no escrow, no verifier. The provider of the template is not a party, agent, or beneficiary.

§6 — Disputes

30-day notice and cure. Court venue per §8.3. Original-NDA arbitration clauses do not apply to this Agreement.

§7 — Term

Publication right and covenant not to sue are perpetual. Mutual false-statement floor expires after three (3) years.

§8 — General Provisions

Governing law follows the Original NDA. Counterparts. No oral amendment. No third-party beneficiaries. No admission of liability.

Exhibit A — Verbatim Text

The exact words each party may publish. Speaker, platforms, dates, and quotation rules are negotiated and initialed per statement.

About the Example Statements

The Modification Agreement template includes an appendix called Exhibit A-1, with three example consumer statements. This section explains why three examples exist, what they are for, and how to think about choosing among them.

Why three examples?

Confidentiality obligations sometimes arise in connection with matters that ended in different ways:

Some matters are resolved without any arbitral finding — for example, by settlement before an award is issued.
Some matters end with the arbitrator entering an award in favor of the company.
Some matters end with the arbitrator entering an award in favor of the consumer.

The language a consumer would use to describe the matter publicly differs by outcome. A statement that says "no wrongdoing was found" is accurate for the first two outcomes and inaccurate for the third. The three examples in Exhibit A-1 correspond to these three outcomes. The example that fits a particular matter depends on facts only the parties know.

OpenArbitration does not know the outcome of your matter

The platform is designed not to collect protected information about your matter. We do not ask whether your arbitration ended in a finding, in whose favor, or on what terms. That information may be subject to your existing confidentiality obligations, and discussing it with us could itself raise issues we cannot resolve. The choice of which example to use, or whether to use any of them, is yours.

These are examples, not recommendations

OpenArbitration does not recommend any of the three examples over the others, does not suggest you propose any of them, and does not take a position on what your company should be willing to accept. The examples illustrate the structure of an Exhibit A statement. They are not negotiating positions and they are not legal advice.

You are free to:

Use any example as written, after filling in the bracketed fields.
Modify any example.
Propose entirely different language.
Propose no statement at all and leave Exhibit A blank.

Consult an attorney before sending. We strongly encourage you to consult an attorney before adopting, modifying, or proposing any of the language below. Two questions in particular are ones we cannot answer: which example, if any, fits the actual outcome and circumstances of your matter; and whether any of the language is consistent with your existing confidentiality obligations.

The three examples

For reference, the three examples included in Exhibit A-1 of the template appear below.

Example 1 — Matter resolved without any arbitral finding

"In [year], I, [Consumer], was a customer of [Company]'s [product or service]. A dispute arose between [Company] and me concerning [neutral subject]. After communicating with [Company], I filed an arbitration claim. The matter was resolved without any finding by the arbitrator, and [Company] did not admit any wrongdoing. I make no claim of wrongdoing against [Company] in this statement, and I am not asserting that my experience reflects how other customers are treated. [Company] and I have mutually agreed that I may publish this statement."

Example 2 — Matter in which an award was entered in favor of the company

"In [year], I, [Consumer], was a customer of [Company]'s [product or service]. I filed an arbitration claim against [Company] concerning [neutral subject]. The arbitrator entered an award in favor of [Company]. I make no claim of wrongdoing against [Company] in this statement. [Company] and I have mutually agreed that I may publish this statement."

Example 3 — Matter in which an award was entered in favor of the consumer

"In [year], I, [Consumer], filed an arbitration claim against [Company] concerning [neutral subject] related to [Company]'s [product or service]. The arbitrator entered an award in favor of me. The terms of the award and the arbitrator's findings remain confidential by mutual agreement. The parties have resolved all matters arising from the award. [Company] and I have mutually agreed that I may publish this statement."

A note on neutral subject categories

Each example includes a [neutral subject] field. Neutral subject categories are descriptors that identify the type of dispute without characterizing either party's conduct. Common examples include: billing, service quality, account access, subscription cancellation, warranty, product performance, privacy.

A neutral category names the area of disagreement without asserting that either party was right. Loaded categories such as "overcharge dispute," "deceptive billing," or "unauthorized charges" are not neutral and are likely to make a company decline to sign.

Optional, Separate Metadata Reporting

Voluntary and outside the Proposal

OpenArbitration.org may separately offer a voluntary process through which consumers and companies can report limited, non-confidential procedural metadata about NDA modification requests and outcomes. That process is entirely optional and is not part of the Proposal. Submitting metadata does not modify either party's rights or obligations.

You are not required to engage with OpenArbitration.org in any way to send the Proposal or to receive a response. A direct response from the Company by mail is a complete response.

Before You Mail — Acknowledgments

You will be asked to confirm each of the following before the documents are generated. Read each one carefully.

I understand I must not publish the completed Proposal, Exhibit A, proposed statement language, approved statement language, or underlying dispute information unless and until the Company executes the Agreement or I am otherwise independently authorized.
I understand some NDAs may restrict disclosure of the existence of the dispute, settlement, arbitration, confidentiality obligation, company identity, agreement date, or settlement amount.
I understand that if the Original NDA prohibits even sending a modification request, or restricts the recipient or method of communication, I should consult counsel before mailing.
I understand I must not upload, paste, summarize, or disclose the Original NDA, settlement agreement, arbitration award, Exhibit A, proposed or approved statement text, or underlying dispute facts to any third party unless I am independently authorized.
I will retain a copy of the Proposal and any mailing receipts for my records.
I understand this template is not legal advice and that I should consult an attorney before sending if I have any uncertainty about my obligations under the Original NDA.

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