NDA from an overseas manufacturer

An NDA sent by a manufacturer in China, Turkey, India, Vietnam or elsewhere is drafted under the manufacturer's law, for the manufacturer's protection, and is often mutual in form while one-sided in effect: it protects the factory's processes and pricing in detail and the UK business's designs in general terms, under a law and in a court the UK business cannot use. The question is what the NDA protects and whether it can be enforced where the manufacturer is. I review the manufacturer's NDA, or draft a replacement for the UK business to send, with a written explanation of the protection it gives and the practical limits, for a fixed fee of £495 in three working days.

Who this is for

UK brands, product businesses, importers and inventors that have been sent an NDA by an overseas factory, trading company or sourcing agent before sharing designs, specifications or samples, or that want to send one of their own. The UK business and the manufacturer contract as businesses; I advise on the law of England and Wales and identify the points on which local advice or a local filing is needed.

What matters in an NDA from an overseas manufacturer

Governing law, jurisdiction and where the NDA can be enforced

The manufacturer's NDA will choose its own law and courts, and a UK business that signs it has to enforce it there. An NDA governed by English law with jurisdiction in England and Wales gives the UK business a forum it can use, but a judgment may not be enforceable in the manufacturer's country, and for some countries an NDA governed by local law, in the local language, with local jurisdiction is the version a local court will enforce. The review considers both, recommends arbitration under the Arbitration Act 1996 where an award would be enforced under the New York Convention, and identifies whether local advice is needed on the enforceable form.

The manufacturer's protections and the mutual form

Manufacturers' NDAs protect the factory's manufacturing processes, cost structure, supplier list and pricing, and restrict the UK business from approaching the factory's sub-suppliers or disclosing the factory's identity to others. The review checks each restriction against what the UK business needs to do, asks for the UK business's designs, specifications and customers to be protected with the same specificity, and removes a restriction on the UK business using other factories for the same product.

Exclusions and definitions that swallow the obligation

The exclusions for information already known, publicly available, received from a third party or independently developed can be drafted so widely that a factory that makes similar products can claim every design falls within them. The review narrows the exclusions to information the manufacturer can prove from records, adds that a compilation or a specific application of public information is protected, and defines the confidential information by reference to the material disclosed. It also records that copyright in the drawings stays with the UK business under section 11 of the Copyright, Designs and Patents Act 1988, whatever the NDA's governing law says about local rights.

Language, signatory and the entity you are dealing with

The NDA may exist in two languages with the local version prevailing, may be signed by a trading company rather than the factory that will hold the designs, and may be signed by someone without authority. The review checks the language clause and recommends a certified translation of the binding version, checks that the party is the entity that will receive the information and that it binds affiliates and sub-contractors, and asks for the NDA to be signed by an authorised representative, with the company seal where local practice requires it.

No licence, no registration and the local filing

The NDA should state that no licence is granted, that the manufacturer will not apply to register any right in the UK business's designs, marks or product names in its own country, and that samples and tooling remain the UK business's property. An NDA cannot itself prevent a third party registering the UK business's trade mark or design locally, and the review advises the business to consider registering its mark in the manufacturing country, which is a matter for a trade mark attorney or a local agent. In the UK, a design may be registered under the Registered Designs Act 1949 and a mark under the Trade Marks Act 1994.

What an NDA achieves abroad, and what does the rest

An NDA gives the UK business a contractual claim and a basis for an injunction, and its value depends on the manufacturer's willingness to keep the relationship and on the enforceability of the chosen forum. The rest of the protection comes from the manufacturing agreement that follows, which should carry confidentiality, no-competition and tooling terms of its own, from registered rights, and from managing what is disclosed. The NDA is also one of the reasonable steps to protect a trade secret that the Trade Secrets (Enforcement, etc.) Regulations 2018 require. The review advises on all of it, and the NDA is drafted to be the first step rather than the only one.

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 factory's NDA is governed by Chinese law. Should we sign it?

That depends on what it protects and whether it protects your designs at all, and a Chinese-law NDA enforceable in a Chinese court can be more useful against a Chinese factory than an English-law one it will never face. The review reads the NDA, identifies what it gives you, and recommends the form that a local court would enforce, with local advice where needed.

Can we insist on English law?

You can ask, and some manufacturers agree, but an English judgment may not be enforceable in the manufacturer's country. The review considers arbitration, whose award is enforceable under the New York Convention in most manufacturing countries, and drafts the clause accordingly.

Will the NDA stop the factory registering our brand in its country?

It will make registration a breach, which gives you a claim, but it will not prevent the registration. The review advises you to consider registering your mark in the manufacturing country before disclosure, which a trade mark attorney or local agent can do.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• NDA before sharing an idea with a 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.