NDA before sharing an idea with a manufacturer

Sharing a product idea with a manufacturer for costing, sampling or a feasibility study means disclosing the design, the specification and the commercial plan to a business that makes similar products for others. A non-disclosure agreement signed before the disclosure defines what is being shared, limits the manufacturer's use of it to the quotation or the sample, and records that the disclosure grants no licence and permits no reverse engineering. Whether the idea can be protected by registered rights afterwards can depend on the disclosure having been confidential. I review the manufacturer's NDA or draft one for the disclosing party, for a fixed fee of £495 in three working days.

Who this is for

Inventors, product businesses, brands and start-ups in England and Wales approaching a UK or overseas manufacturer, a contract manufacturer, a prototyping workshop or a factory sourcing agent with an idea, a design or a specification, before any manufacturing agreement is in place. The disclosing party and the manufacturer contract as businesses; an individual inventor may contract personally.

What matters in an NDA before sharing an idea with a manufacturer

Defining the idea and the material that carries it

The NDA should define the confidential information by reference to the idea and everything that embodies it: drawings, CAD files, specifications, bills of materials, samples, prototypes, costings, target prices and the identity of the disclosing party's customers and suppliers. The definition should cover information disclosed orally and in meetings, with a procedure to confirm it in writing, and should state that the fact of the discussions and the disclosing party's interest in the product are themselves confidential.

The purpose, and the use the manufacturer may make

The permitted purpose should be limited to evaluating whether and on what terms the manufacturer could make the product, and the NDA should state that the manufacturer may not use the information to make the product for itself or anyone else, to develop a competing product, or to file for any registered right. The NDA should also record that no licence is granted and that copyright in the drawings and designs remains with the disclosing party under section 11 of the Copyright, Designs and Patents Act 1988, with unregistered design right under section 213 where the design qualifies.

Samples, prototypes, tooling and reverse engineering

Where the manufacturer receives samples or prototypes, or makes tooling to produce them, the NDA should provide that samples remain the disclosing party's property and are returned, that the manufacturer may not analyse, reverse engineer or copy them beyond what the evaluation requires, and that tooling made for sampling is not used to make the product for others. The NDA should also require the manufacturer to keep the information away from its other customers' projects and from staff who work on competing products.

Registered rights and the effect of disclosure

A disclosure made under an obligation of confidence does not put the idea into the public domain, which matters because registration of a design under the Registered Designs Act 1949 and other registered rights can depend on the design not having been made available to the public before filing. The NDA records that the disclosure is confidential and, where the idea may be patentable, the disclosing party should take advice from a patent attorney, regulated by IPReg, before any disclosure and on the timing of a filing; I do not advise on patents and the NDA deals with the contractual position.

The manufacturer's own designs and independent development

Manufacturers ask for an exception for information they already hold or develop independently, and for a statement that their own processes, tooling designs and manufacturing know-how are not affected by the NDA. The NDA should allow those exceptions but require the manufacturer to prove prior knowledge or independent development from contemporaneous records, and should not let the manufacturer's contribution to a sample give it any right in the disclosing party's design.

Duration, return, remedies and the trade secret standard

The obligations should last for as long as the information remains confidential, and at least for a stated period after the discussions end, with return or destruction of the material on request. The NDA is one of the reasonable steps to keep the information secret that the Trade Secrets (Enforcement, etc.) Regulations 2018 require for the idea to be protected as a trade secret, and it should acknowledge that damages may be an inadequate remedy so that an injunction can be sought. The NDA should be governed by English law with jurisdiction in England and Wales, and for an overseas manufacturer the review considers whether that can be enforced where the manufacturer is.

What it costs

NDA review or drafting, £495. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The manufacturer says it will not sign an NDA before quoting. What can we do?

Some manufacturers refuse, and the review advises on disclosing enough for a quotation without the parts that carry the idea: the specification and dimensions without the design detail, or a sample without the drawings. Where the manufacturer signs, the NDA should cover what is disclosed before as well as after signature.

Does an NDA stop the manufacturer making our product for someone else?

It prohibits the manufacturer using the confidential information to do so, and a breach gives you a claim and the basis for an injunction. It does not stop a competitor developing the same product independently, which is what registered rights are for, and the review points you to a patent attorney where the idea may be patentable.

The manufacturer sent its own NDA. Should we sign it?

Only after checking it, because manufacturers' forms protect the manufacturer's processes and may permit use of your information beyond the evaluation. The review marks up the manufacturer's NDA so that it protects the idea, or drafts one for you to send instead.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• NDA from an overseas manufacturer
• Reviewing a manufacturing agreement with an overseas factory

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.