Use AI to Review Non-Disclosure Agreements Fast

# NDA Review: Enterprise Customer Mutual NDA

## 1. Summary
This is a purported "mutual" NDA between your SaaS startup and a prospective enterprise customer for a product demo. Despite the mutual framing, the draft contains several **aggressive, one-sided terms** that disproportionately burden you as the smaller party — most notably a hidden non-compete clause that has no place in an NDA. **Overall risk level: HIGH. Do not sign as drafted.**

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## 2. Key Terms Table

| Term | As Drafted | Assessment |
|---|---|---|
| **Term Length** | 10 years from Effective Date | Too long for SaaS/demo context (typical: 2–5 years) |
| **Definition of Confidential Information** | "Any and all information disclosed… whether marked confidential or not" | Overbroad; no carve-outs |
| **Permitted Uses** | Not specified | **Missing — major gap** |
| **Governing Law** | Delaware law | Acceptable |
| **Venue** | Exclusive — Delaware state courts (Wilmington) | Acceptable if you're US-based; inconvenient if not |
| **Return/Destruction** | Not specified | **Missing** |
| **Remedies** | Not specified | **Missing** |

---

## 3. Red Flags & Risks

- **🚩 Non-Compete Disguised as NDA (CRITICAL / HIGH severity)**
  - Quote: *"The Receiving Party agrees not to engage in any business competitive with the Disclosing Party for two (2) years following termination."*
  - Why it's problematic: This is **not an NDA term** — it's a 2-year non-compete. As a SaaS vendor demoing to an enterprise customer, this could arguably prohibit you from selling to their competitors or operating in their industry. It's likely unenforceable in many states (e.g., California, and increasingly under FTC scrutiny), but the risk and chilling effect are severe. **Strike entirely.**

- **🚩 Overbroad Definition of Confidential Information (HIGH severity)**
  - Quote: *"Confidential Information means any and all information disclosed by either party, whether marked confidential or not."*
  - Why: With no marking requirement and no standard exclusions (publicly known, independently developed, lawfully received from third parties, already known), you could be accused of misusing information you didn't even realize was confidential. This creates litigation leverage against you.

- **🚩 10-Year Term (MEDIUM–HIGH severity)**
  - Quote: *"This Agreement shall remain in effect for a period of ten (10) years from the Effective Date."*
  - Why: A decade is excessive for a pre-sales demo. Industry norm is 2–5 years. Ambiguous whether this is the agreement term, the confidentiality obligation, or both. For trade secrets, an indefinite carve-out is fine; for general confidential info, 3–5 years is standard.

- **🚩 Exclusive Delaware Venue (LOW–MEDIUM severity)**
  - Quote: *"…any disputes shall be resolved exclusively in the state courts of Wilmington, Delaware."*
  - Why: Fine if you're already in Delaware; otherwise forces you to litigate away from home. The asymmetry matters more because they're the larger party with more resources.

---

## 4. Missing or Recommended Clauses

- **Permitted Purpose clause** — limit use of Confidential Information strictly to evaluating the potential business relationship.
- **Standard exclusions** — publicly available info, independently developed, rightfully received from third parties, already known.
- **Compelled disclosure carve-out** — allow disclosure pursuant to subpoena/law with prior notice.
- **Return or destruction of materials** upon request or termination, with a carve-out for automated backups and legal retention obligations.
- **Residuals clause** (helpful for SaaS) — protects employees who retain general knowledge in unaided memory.
- **No license / no obligation to disclose** — confirms no IP rights transfer and no obligation to proceed with a deal.
- **Remedies clause** — equitable relief available, but without waiving the requirement to prove irreparable harm.
- **No warranty** on accuracy of Confidential Information disclosed.
- **Survival clause** — clarify which obligations survive termination.
- **Assignment restrictions.**

---

## 5. Suggested Redlines

**Term Length**
- *Before:* "This Agreement shall remain in effect for a period of ten (10) years from the Effective Date."
- *After:* "This Agreement shall remain in effect for two (2) years from the Effective Date. Confidentiality obligations shall survive for three (3) years after termination or expiration, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law."

**Definition of Confidential Information**
- *Before:* "Confidential Information means any and all information disclosed by either party, whether marked confidential or not."
- *After:* "Confidential Information means non-public information disclosed by the Disclosing Party that is (a) marked or identified as confidential at the time of disclosure, or (b) that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure without a duty of confidentiality; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information."

**Non-Compete — STRIKE ENTIRELY**
- *Before:* "The Receiving Party agrees not to engage in any business competitive with the Disclosing Party for two (2) years following termination."
- *After:* **[DELETE]**. If they push back, offer instead: "The Receiving Party shall not use the Disclosing Party's Confidential Information to develop competing products or services." This protects legitimate IP inter

# NDA REVIEW & ANALYSIS

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## (1) SUMMARY

This is a **mutual NDA** between a 12-person SaaS startup and an enterprise customer prior to a product demo. The agreement contains several **high-risk provisions** that overreach beyond typical NDA scope, particularly a **non-compete clause embedded in a confidentiality agreement**. Overall Risk Level: **HIGH**.

---

## (2) KEY TERMS TABLE

| Term | Status | Details |
|------|--------|---------|
| **Term Length** | Present | 10 years from Effective Date (unusually long for mutual NDA) |
| **Definition of Confidential Information** | Present but Broad | "Any and all information... whether marked confidential or not" – overly expansive |
| **Permitted Uses** | **MISSING** | No carve-outs specified (evaluation, business purposes, etc.) |
| **Governing Law** | Present | Delaware (reasonable, but venue lock may be problematic) |
| **Return/Destruction** | **MISSING** | No obligation specified for return or destruction of materials |
| **Remedies** | **MISSING** | No specification of remedies (injunctive relief, damages, etc.) |
| **Non-Compete** | **PRESENT & PROBLEMATIC** | 2-year non-compete post-termination (unusual for NDA; may be unenforceable) |

---

## (3) RED FLAGS & RISKS

### 🚩 **CRITICAL: Non-Compete Clause Embedded in NDA**
- **Quote:** "The Receiving Party agrees not to engage in any business competitive with the Disclosing Party for two (2) years following termination."
- **Why It's Problematic:** 
  - Non-competes are typically **separate restrictive covenants**, not NDA terms
  - This is a **unilateral restriction disguised as mutual**—your startup cannot compete with the enterprise customer's business for 2 years
  - Non-competes are heavily scrutinized by courts; enforceability varies by jurisdiction and depends on legitimate protectable interests, reasonable scope, and duration
  - A 2-year restriction post-NDA termination could **paralyze your business** if the customer operates in your market segment
- **Severity:** 🔴 **CRITICAL**

### 🚩 **Undefined "Confidential Information" – Overly Broad**
- **Quote:** "Confidential Information means any and all information disclosed by either party, whether marked confidential or not."
- **Why It's Problematic:**
  - No carve-outs for public domain, independently developed, or third-party information
  - "Whether marked confidential or not" = **everything discussed is presumed confidential**, including casual comments, which is unreasonable
  - Creates ambiguity about what's actually protected vs. general business discussions
  - Could trap your team if general product feedback is deemed "confidential"
- **Severity:** 🔴 **HIGH**

### 🚩 **10-Year Term is Excessive**
- **Quote:** "This Agreement shall remain in effect for a period of ten (10) years from the Effective Date."
- **Why It's Problematic:**
  - Standard mutual NDAs are 2–3 years; 10 years is unusually long
  - Binds your startup for a decade, even if relationship ends within months
  - Disproportionately favors the larger party (enterprise customer)
  - Creates long-term liability and compliance burden for a small team
- **Severity:** 🟠 **HIGH**

### 🚩 **No Standard Carve-Outs**
- **Missing:** Exceptions for information that is: (a) publicly available, (b) rightfully received from third parties, (c) independently developed, (d) required to be disclosed by law
- **Why It's Problematic:**
  - Without these carve-outs, your team could face breach claims for using publicly available information or independently developed features
  - You may be forced to breach the NDA if legally compelled to disclose (e.g., subpoena), with no safe harbor
- **Severity:** 🟠 **HIGH**

### 🚩 **No Permitted Use Clause**
- **Quote:** Agreement does not specify what uses are allowed (e.g., "evaluation of the proposed business relationship")
- **Why It's Problematic:**
  - Unclear whether information can be used for internal product development, competitive analysis, or only for the demo
  - Your engineers may inadvertently "breach" by discussing customer feedback with your product team
- **Severity:** 🟠 **MEDIUM-HIGH**

### 🚩 **Exclusive Jurisdiction in Delaware Courts (Wilmington)**
- **Quote:** "Exclusively in the state courts of Wilmington, Delaware."
- **Why It's Problematic:**
  - **Expensive for a 12-person startup** to litigate in Delaware if dispute arises
  - Gives enterprise customer home-court advantage if they're also Delaware-based
  - No arbitration option (faster, cheaper alternative)
  - Disproportionately favors the larger, better-resourced party
- **Severity:** 🟠 **MEDIUM-HIGH**

### 🚩 **No Return/Destruction Clause**
- **Missing explicitly**, though implied
- **Why It's Problematic:**
  - Unclear what happens to customer's confidential information after the relationship ends
  - No timeline for destruction could create indefinite compliance obligation
  - Ambiguity increases breach risk
- **Severity:** 🟠 **MEDIUM**

### 🚩 **No Remedies Specification**
- **Missing:** No mention of injunctive relief, liquidated damages, or limitation of liability
- **Why It's Problematic:**
  - Customer could claim unlimited damages for any perceived breach
  - No cap on liability exposure for your startup
  - Absence of injunctive relief language may weaken customer's ability to seek court orders (though courts may still grant them)
- **Severity:** 🟠 **MEDIUM**

---

## (4) MISSING OR RECOMMENDED CLAUSES

- ✋ **Standard Carve-Outs** – Public domain, independently developed, rightfully received from third parties, required disclosures
- ✋ **Permitted Use Statement** – Explicitly state information may be used for "evaluation of the proposed business relationship and internal business purposes"
- ✋ **Return/Destruction Obligation** – "Upon request or termination, Receiving Party shall return or certify destruction of Confidential Information within 30 days" (with exception for legal/regulatory retention)
- ✋ **Residual Knowledge Clause** – Protects your employees from liability for inadvertent use of general ideas/concepts retained in unaided memory
- ✋ **No License Grant** – Clarify that disclosure does not grant any license, IP rights, or obligation to use the information
- ✋ **Remedy Limitations** – Cap liability and clarify that remedies are not exclusive (e.g., "remedies at law are adequate; specific performance may be sought")
- ✋ **Dispute Resolution Escalation** – Consider adding mediation/negotiation step before litigation
- ✋ **Mutual Obligations** – Verify non-compete and other restrictions are truly **mutual** (they don't appear to be in this draft)
- ✋ **Definition of "Competitive Business"** – If non-compete remains, define what "competitive" means (critical for enforceability)
- ✋ **Survival Clause** – Clarify which obligations survive termination and for how long

---

## (5) SUGGESTED REDLINES

### **Redline 1: Non-Compete Clause – REMOVE or REPLACE**

**ORIGINAL:**
> "The Receiving Party agrees not to engage in any business competitive with the Disclosing Party for two (2) years following termination."

**RECOMMENDED ACTION: DELETE ENTIRELY** (if possible)

**FALLBACK ALTERNATIVE** (if customer insists on some restriction):
> "During the Term of this Agreement and for one (1) year thereafter, neither Party shall, without the prior written consent of the other Party, directly solicit for hire any employee of the Disclosing Party who had access to the other Party's Confidential Information. This restriction does not prohibit general solicitations not targeted at the Disclosing Party's employees."

**Rationale:** The original non-compete is unenforceable in many states (e.g., California) and unreasonably broad. A non-solicitation clause is narrower, more enforceable, and still protects the customer's interests. **Strongly push back—this

## 1) Summary

This is a **mutual NDA** between your SaaS startup and a potential enterprise customer for a pre-demo information exchange. Based on the quoted language, the overall risk level is **High**, mainly because it includes a **non-compete**, an **extremely broad definition of Confidential Information**, and appears to omit several standard NDA protections and carveouts.

## 2) Key Terms Table

| Term | Draft Language / Apparent Term | Risk / Comment |
|---|---|---|
| Term Length | “This Agreement shall remain in effect for a period of ten (10) years from the Effective Date.” | Long but not unheard of; unclear whether confidentiality obligations also last only 10 years or longer. Needs clarification. |
| Definition of Confidential Information | “any and all information disclosed by either party, whether marked confidential or not” | **Overbroad**; no standard exclusions for public, previously known, independently developed, or rightfully received information. |
| Permitted Uses | Not stated in the excerpt | **Missing critical clause** limiting use to evaluating the business relationship/demo. |
| Governing Law | Delaware | Generally acceptable, depending on your leverage. |
| Return/Destruction | Not stated in the excerpt | **Missing**; should require return or deletion upon request, subject to backup/legal retention carveouts. |
| Remedies | Not stated in the excerpt | Missing. Many NDAs include injunctive relief language; should be balanced and mutual if added. |

## 3) Red Flags & Risks

- **“The Receiving Party agrees not to engage in any business competitive with the Disclosing Party for two (2) years following termination.”**  
  - **Why problematic:** This is **not standard NDA language**. It is a **non-compete**, and for a 12-person SaaS startup it could severely restrict your ability to sell, build, or operate in your market. In a mutual NDA before a demo, this is highly inappropriate and commercially dangerous. It may also be unenforceable in some contexts, but you should not rely on that.  
  - **Severity:** **High**

- **“Confidential Information means any and all information disclosed by either party, whether marked confidential or not.”**  
  - **Why problematic:** This is **too broad**. Without carveouts, it could cover information that is public, already known to you, independently developed, or obtained from a third party lawfully. Also, for oral conversations during a demo, this creates uncertainty about what is actually protected.  
  - **Severity:** **High**

- **“This Agreement shall remain in effect for a period of ten (10) years from the Effective Date.”**  
  - **Why problematic:** Ten years is long for an NDA tied to a product demo. More importantly, the clause is ambiguous: does the agreement terminate in 10 years, and do confidentiality obligations end then too? Or is disclosure permitted only during that period while confidentiality survives separately? This should be clarified.  
  - **Severity:** Medium

- **“any disputes shall be resolved exclusively in the state courts of Wilmington, Delaware.”**  
  - **Why problematic:** Exclusive venue in Delaware may increase cost and inconvenience for your startup if you are located elsewhere. Also, limiting disputes to **state courts only** could be unnecessarily restrictive.  
  - **Severity:** Medium

- **No express purpose/use limitation in the excerpt**  
  - **Why problematic:** A core NDA term is that confidential information may be used **only to evaluate the potential business relationship**. Without that, the recipient’s obligations are less clearly tied to a specific purpose, which can create interpretive issues.  
  - **Severity:** Medium

- **No standard exclusions from confidentiality in the excerpt**  
  - **Why problematic:** Without exclusions, you risk being liable for use of information you already had, independently built, or that becomes public through no fault of yours. This is especially risky for a SaaS company already operating in a competitive product space.  
  - **Severity:** **High**

- **No compelled disclosure clause in the excerpt**  
  - **Why problematic:** There should be a carveout allowing disclosure if required by law, subpoena, or court order, usually with notice if legally permitted.  
  - **Severity:** Medium

- **No return/destruction clause in the excerpt**  
  - **Why problematic:** Standard NDAs address deletion or return of materials after request or termination, with practical exceptions for backups and legal retention. Without it, obligations are incomplete and can create later disputes.  
  - **Severity:** Low/Medium

## 4) Missing or Recommended Clauses

- Add a **Purpose** clause: use confidential information only to evaluate a potential commercial relationship/product demo.
- Add standard **Confidential Information exclusions**:
  - publicly available information,
  - information already known without duty of confidentiality,
  - independently developed information,
  - information lawfully received from a third party.
- **Delete the non-compete entirely.**
- Clarify the **confidentiality survival period**:
  - e.g., obligations survive 3–5 years after disclosure or termination, depending on sensitivity.
- Add **compelled disclosure** language with notice when legally permitted.
- Add **return or destruction** obligations with backup/archive/legal retention exceptions.
- Add a **residuals clause exclusion** only if carefully drafted; otherwise avoid if you are disclosing sensitive product information.
- Include a **no license / no IP transfer** clause.
- Include **no obligation to proceed** with any transaction or commercial relationship.
- If remedies are added, make them **mutual and balanced**.
- Consider revising venue to:
  - non-exclusive jurisdiction,
  - your home state,
  - or Delaware state/federal courts rather than state courts only.

## 5) Suggested Redlines

### A. Remove the non-compete
**Before:**  
“The Receiving Party agrees not to engage in any business competitive with the Disclosing Party for two (2) years following termination.”

**After:**  
“[Delete entirely.]”

**Alternative if they want comfort:**  
“Receiving Party shall use Confidential Information solely for the Purpose and shall not use Confidential Information to directly misappropriate the Disclosing Party’s trade secrets or source code.”

---

### B. Narrow the definition of Confidential Information
**Before:**  
“Confidential Information means any and all information disclosed by either party, whether marked confidential or not.”

**After:**  
“‘Confidential Information’ means non-public information disclosed by or on behalf of a party, in any form, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances of disclosure, including business, technical, product, customer, and financial information.”

**Add exclusions:**  
“Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was known to the Receiving Party without restriction before disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is lawfully received from a third party without restriction.”

---

### C. Add a permitted use / purpose clause
**Before:**  
[No clause in excerpt]

**After:**  
“The Receiving Party shall use the Disclosing Party’s Confidential Information solely to evaluate and discuss a potential business relationship between the parties and for no other purpose (the ‘Purpose’).”

---

### D. Clarify term and survival
**Before:**  
“This Agreement shall remain in effect for a period of ten (10) years from the Effective Date.”

**After:**  
“This Agreement will remain in effect for two (2) years from the Effective Date; provided that each Receiving Party’s obligations with respect to Confidential Information disclosed during the term will survive for five (5) years from the date of disclosure.”

**If they insist on longer:**  
At least separate agreement term from confidentiality survival so it is not ambiguous.

---

### E. Add compelled disclosure carveout
**Before:**  
[No clause in excerpt]

**After:**  
“If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it may do so, provided that, to the extent legally permitted, it gives the Disclosing Party prompt written notice and reasonably cooperates, at the Disclosing Party’s expense, in seeking confidential treatment or a protective order.”

---

### F. Add return/destroy language
**Before:**  
[No clause in excerpt]

**After:**  
“Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy the Disclosing Party’s Confidential Information, except for copies maintained in routine backup systems or as required by law, regulation, or internal compliance retention policies, which shall remain subject to this Agreement.”

---

### G. Revise venue if possible
**Before:**  
“This Agreement shall be governed by the laws of Delaware, and any disputes shall be resolved exclusively in the state courts of Wilmington, Delaware.”

**After:**  
“This Agreement shall be governed by the laws of Delaware, without regard to conflict of laws rules. The parties consent to the exclusive jurisdiction of the state or federal courts located in Delaware.”

**Startup-friendlier alternative:**  
Use your home state, or make venue non-exclusive for injunctive relief.

---

Bottom line: **Do not sign this as-is.** The **non-compete should be removed immediately**, and the confidentiality definition should be narrowed with standard exclusions and a clear purpose limitation. If you want, I can turn this into a short markup version you can send back to their legal team.

Of course. Based on my expertise, here is a structured review of the provided NDA draft.

### **(1) Summary**

This is a mutual Non-Disclosure Agreement between your SaaS startup and a potential enterprise customer to protect information shared during a product demo and evaluation. The overall risk level of this draft as written is **High**. It contains a highly unusual and restrictive non-compete clause, an overly broad definition of confidential information, and an excessive term length that should be addressed before signing.

### **(2) Key Terms Table**

| Term                                | Details from Agreement                                                              

### (1) Summary
This is a mutual NDA between a 12-person SaaS startup and a potential enterprise customer to protect information shared before a product demo. The draft is overly broad and startup-unfriendly, imposing a **10-year term**, expansive confidential information definition, and a **2-year non-compete**. Overall risk level: **High** – do not sign without major revisions.

### (2) Key Terms Table

| Term                  | Details |
|-----------------------|---------|
| **Term Length**      | 10 years from Effective Date (applies to entire agreement). |
| **Definition of Confidential Information** | "Any and all information disclosed by either party, whether marked confidential or not" (extremely broad; no exclusions). |
| **Permitted Uses**   | Not specified (implied restriction to implied purpose only). |
| **Governing Law**    | Laws of Delaware; exclusive jurisdiction in state courts of Wilmington, Delaware. |
| **Return/Destruction** | Not addressed. |
| **Remedies**         | Not addressed (beyond implied breach remedies). |

*Note: Includes non-table term – **2-year post-termination non-compete** on Receiving Party not engaging in any competitive business with Disclosing Party.*

### (3) Red Flags & Risks
- **Clause**: "This Agreement shall remain in effect for a period of ten (10) years from the Effective Date."  
  **Problem**: Excessively long for a pre-demo NDA; typical terms are 2-5 years or perpetual for secrecy obligations only. Locks startup into restrictions unnecessarily.  
  **Severity**: Medium.
- **Clause**: "Confidential Information means any and all information disclosed by either party, whether marked confidential or not."  
  **Problem**: No "confidential" marking requirement or standard exclusions (e.g., public info); captures everything said/demonstrated, creating compliance nightmare for startup.  
  **Severity**: **High**.
- **Clause**: "The Receiving Party agrees not to engage in any business competitive with the Disclosing Party for two (2) years following termination."  
  **Problem**: **Non-compete in an NDA is highly unusual and dangerous**; broadly blocks startup's core business (SaaS) if customer deems it "competitive," even post-demo/no-deal. Likely unenforceable but exposes to litigation. Applies mutually but crushes small startup.  
  **Severity**: **Critical** – delete entirely.
- **Clause**: "This Agreement shall be governed by the laws of Delaware, and any disputes shall be resolved exclusively in the state courts of Wilmington, Delaware."  
  **Problem**: Convenient for Delaware-based customer; burdensome/expensive venue for non-DE startup (travel, local counsel needed). No arbitration option.  
  **Severity**: Medium.

### (4) Missing or Recommended Clauses
- Standard exclusions from Confidential Information (e.g., info already public, independently developed, received from third party).
- Permitted disclosures (e.g., to employees/advisors on "need-to-know" basis with confidentiality obligations).
- Term of confidentiality obligations (e.g., 5 years post-disclosure, surviving termination).
- Return/destruction of info upon request/termination (with certification).
- No-reverse-engineering or disassembly prohibition (protects SaaS demo).
- Injunctive relief as remedy (without proving irreparable harm).
- Mutual warranties on ownership/non-infringement.
- Limitation of liability (cap damages at fees paid, exclude indirect damages).
- Entire agreement/integration clause; severability; waiver requires writing.
- Definitions for Effective Date, Permitted Purpose (limit to demo discussions).

### (5) Suggested Redlines
- **Term Length**  
  *Before*: "This Agreement shall remain in effect for a period of ten (10) years from the Effective Date."  
  *After*: "This Agreement begins on the Effective Date and continues for [2] years, except confidentiality obligations survive for [5] years after last disclosure."
  
- **Confidential Information**  
  *Before*: "Confidential Information means any and all information disclosed by either party, whether marked confidential or not."  
  *After*: "Confidential Information means information marked 'Confidential' or orally designated as such in writing within 10 days, excluding (i) public info, (ii) independently developed info, (iii) third-party info, or (iv) required by law."
  
- **Non-Compete**  
  *Before*: "The Receiving Party agrees not to engage in any business competitive with the Disclosing Party for two (2) years following termination."  
  *After*: **[Delete entire clause]**. Replace with: "Nothing restricts either party's general business operations."
  
- **Governing Law/Venue**  
  *Before*: "This Agreement shall be governed by the laws of Delaware, and any disputes shall be resolved exclusively in the state courts of Wilmington, Delaware."  
  *After*: "Governed by [your state, e.g., California] law. Disputes via binding arbitration in [your city] under AAA rules, or courts in [your county]."
  
- **Add Permitted Purpose**: Insert: "Confidential Information is disclosed solely for evaluating a potential business relationship via product demo ('Permitted Purpose'). Receiving Party shall use it only for the Permitted Purpose."
  
Counter with tracked changes; negotiate or walk if they won't budge on non-compete/breadth. Consult your attorney.