The NDA arrived on a Thursday morning, attached to an email from a law firm Marcus had never heard of with a name that was three surnames and an ampersand. He forwarded it to Marsh without reading it in detail. She called him two hours later.
"Sit down," she said.
"I'm already sitting."
"This is not a standard NDA." Her voice had the particular flatness of a professional who had seen something surprising and was not going to let the surprise show any more than necessary. "Standard NDAs protect confidential information shared between parties. This one has three additional provisions. The first prevents you from disclosing the existence of any engagement with the counterparty — not just the content, but the fact that the engagement occurred. The second requires you to notify them before any material change in your company's ownership structure. The third—" A pause. "The third contains language that would restrict your ability to engage with certain categories of foreign entities in ways that are defined broadly enough to include most of your potential international customer base."
Marcus was quiet for a moment. "That's the third."
"Yes."
"Send it back."
"With counter-proposals or a flat rejection?"
He thought about this. A flat rejection would close the conversation. Counter-proposals would keep it open while establishing that he had read it carefully and was not naive. He thought about Cho's specific phrasing on the call — *advisory function, connected to public sector intelligence needs.* He thought about what an organization that used language like that would learn from a careful counter-proposal.
"Counter-proposals," he said. "Remove provision one entirely — if I can't acknowledge an engagement exists, I can't get counsel or investor approval for it. Narrow provision three to specific named categories rather than the broad definition. And provision two — narrow it to majority ownership changes, not material changes."
"That's exactly what I would have proposed," Marsh said. "Give me until end of day."
She sent the counter-proposal at 4:47 PM. The response came back the following Tuesday morning: provision one had been modified rather than removed — they would accept acknowledgment to legal counsel and existing investors under specific conditions. Provisions two and three were accepted with minor language adjustments.
Marcus read the revised document. It was not a clean win. It was a negotiated position, which meant both parties had tested each other and both parties had moved. He had learned something from what they accepted and what they modified.
What they had accepted easily: the ownership provision narrowing. They didn't care strongly about that — which meant they were not planning an acquisition.
What they had modified rather than removed: the existence provision. They still wanted some control over his ability to acknowledge the engagement publicly. That meant they were concerned about exposure, which meant whatever they were working on had a visibility risk they were managing carefully.
He signed the revised document.
Marsh confirmed receipt. "You have a meeting," she said. "In person. They'll send details."
The details came the next day: a building in Northern Virginia, a date ten days out, a floor and a suite number. No company name on the address. Just the suite.
Marcus booked a flight.
---
He told Priya the night before he left.
Not the full picture — he couldn't, under the terms of the NDA — but enough. "I'm meeting with a potential government client tomorrow. It may affect the company's direction. I want you to know it's happening."
Priya was at her desk finishing something, the office quiet except for the hum of servers in the back room. She looked up.
"How big?"
"I don't know yet."
"Does Hollis know?"
"He knows there's a government-adjacent interest. Not the specifics."
She was quiet for a moment. "What do you need from me while you're gone?"
"Keep the Monitor's second story on track. If the Series A term sheet comes from Meridian before I'm back, call Marsh before you call me."
"Okay." She looked at him for a moment. "Marcus. Be careful with these people."
"I'm always careful," he said.
"That's not the same as being careful with these people specifically."
He looked at her. She was right, and they both knew it.
"I'll be careful with these people specifically," he said.