# NDA Checklist: Key Clauses to Check Before You Sign > Source: https://netray.co/tools/nda-checklist-for-manufacturers > Publisher: Netray (netray.co), AI and integration engineering for ERP and manufacturing systems. > Section: Free Tools ## Short answer A tick-box NDA review checklist with example clause wording for manufacturers sharing drawings and ERP data with vendors, customers, employees and consultants. ## Category compliance-legal ## Industry Manufacturing ## Audience - Contracts manager - Buyer - Quality manager - IT manager ## Tool **Kind:** checklist **Groups:** #### 1. Parties and purpose **Items:** **Text:** Both parties named with full legal entity names, registration numbers and addresses **Critical:** true Signatory has authority to bind the company (director, officer or delegated) **Text:** Affiliates and group companies that will receive information are named or covered **Critical:** false **Text:** Purpose is specific (for example quoting part family X), not 'any business relationship' **Critical:** true Direction is right: one-way when only one side discloses, mutual when both do #### 2. Definition of confidential information **Items:** **Text:** Covers drawings, CAD/CAM files, BOMs, routings, process parameters, tooling and test data **Critical:** true Covers commercial data: prices, volumes, customer and supplier identities **Text:** Covers data exported from or viewed in ERP, MES, PLM and shared portals **Critical:** true Covers oral and visual disclosure, such as plant tours and screen shares Standard exclusions present: public, already known, independently developed, third-party sourced Marking is not the only trigger for protection, or a clear marking procedure exists #### 3. Obligations and handling **Items:** **Text:** Use limited to the stated purpose **Critical:** true **Text:** Need-to-know access with written confidentiality duties for staff, contractors and advisers **Critical:** true Standard of care is at least reasonable care, and security measures for electronic copies are stated No reverse engineering of samples, tooling or software supplied Compelled disclosure clause with notice to the owner Breach notification timeframe agreed (for example promptly on discovery) #### 4. Term, return and remedies **Items:** **Text:** Disclosure period and survival period are both stated **Critical:** true Trade secrets protected for as long as they stay secret **Text:** Return or destruction on request, including copies in email, shared drives, ERP attachments and backups **Critical:** true Written certification of destruction available on request No licence granted and no obligation to proceed to a quote or order Injunctive relief acknowledged #### 5. Export control, CUI and personal data **Items:** **Text:** Confirm whether any drawings are ITAR (22 CFR parts 120-130) or EAR controlled before sharing **Critical:** true **Text:** If the US government is the end customer, check whether files are CUI and whether DFARS 252.204-7012 flow-down applies **Critical:** true NDA states it does not authorise export or foreign person access to controlled data Personal data clause references the applicable privacy law (GDPR, UK GDPR, PIPEDA, POPIA, DPDP Act and so on) Cross-border transfer and storage location of shared data agreed #### 6. Governing law and execution **Items:** **Text:** Governing law and court or arbitration seat chosen deliberately **Critical:** true Entire agreement, amendment in writing and assignment clauses present Electronic signature acceptable under the governing law **Text:** Signed by both sides before any drawings or ERP data are sent **Critical:** true Executed copy filed against the vendor, customer or project record, with expiry date logged #### 7. Variant checks (employee, consultant, invention) **Items:** Employee NDA: confidentiality duty continues after employment, defined carve-outs for general skills, local law on restrictive covenants checked **Text:** Consultant NDA: named consultant, sub-consultant approval, access limited to the ERP modules and data needed, no copying to personal devices **Critical:** true Consultant NDA: ownership of work product and tools, reuse of generic know-how clarified **Text:** Invention NDA: describes the invention only at a level you can afford to lose, and assignment or licence terms are not hidden in it **Critical:** true Visitors and plant tours: short-form NDA or visitor confidentiality notice at reception **Scoring Note:** Every critical item should be ticked before signature. Items you cannot tick are negotiation points or questions for counsel. This checklist is a review aid, not legal advice. ## Content **Intro:** An NDA checklist helps you review any non-disclosure agreement in minutes instead of reading every line cold. This one is built for manufacturers who send drawings, RFQs and ERP data to vendors, customers, employees and consultants. Tick items, mark open points, then export the result. **Sections:** #### How to use this checklist **Body:** Open the NDA you have been asked to sign or are about to send and work down the seven groups. The critical items are those where a gap leads to real exposure, such as a vague purpose, no return or destruction clause, or no consideration of export controls. Anything unticked goes on a short list for negotiation or legal review. Keep the exported checklist with the signed agreement so the reasoning is on record. **Bullets:** - Review before the first file is shared, not after - Use the variant group for employees, consultants and inventions - Re-check when scope changes from quoting to production #### Example clauses worth having **Body:** A short example of a purpose clause: 'The Receiving Party may use the Confidential Information solely to evaluate and quote the manufacture of the parts listed in Schedule 1.' A return clause: 'On request the Receiving Party will return or securely destroy all Confidential Information, including copies in email and document repositories, and confirm in writing.' A controlled data clause: 'Nothing in this Agreement authorises the export or release of technical data subject to export control laws without the required authorisation.' Use these as wording ideas to adapt with counsel. #### Drawings, CUI and ERP data **Body:** For defence and aerospace work, an NDA is only one layer. ITAR and EAR govern who can see technical data, and CUI rules may apply when you handle controlled information for a US government customer, including DFARS 252.204-7012 requirements for covered systems. The NDA should not contradict those obligations. For ERP consultants, add access scope: which companies, sites and tables they may read, whether they can export to their own laptops, and how logs are kept. #### Employee, consultant and invention variants **Body:** Employee NDAs usually sit inside an employment agreement and must respect local law on what can be restricted after employment. Consulting NDAs need named individuals and tight data access, since a consultant often sees your whole ERP. Invention NDAs deserve caution: disclosing a design to a prospective manufacturer under a weak NDA can undermine patent options in some countries, so speak with a patent attorney first. **Cta:** Netray can put a private AI layer over your contract folders and ERP vendor records, on your own servers, so staff can ask which suppliers have a current NDA and when each expires. **Faq:** #### What should an NDA checklist include? **Answer:** It should cover who the parties are, a specific purpose, what counts as confidential, how it must be handled, how long duties last, return and destruction, export control and personal data points, governing law, and execution details such as signatory authority and filing. #### Is there a standard NDA format? **Answer:** There is no single mandatory format. Most NDAs share the same sections: parties, purpose, definition, exclusions, obligations, term, return, remedies and general terms. The checklist follows that common structure so you can compare any draft to it. #### Do employees and consultants need different NDAs? **Answer:** Usually yes. Employee confidentiality should respect local employment law and continue after leaving. Consultants need named individuals, controlled system access and ownership of work product clarified. The variant group in the checklist lists the points to verify for each. #### Does an NDA cover ITAR or CUI data? **Answer:** Not by itself. ITAR, EAR and CUI rules apply regardless of any NDA and may restrict who can access the data and where it is stored. Treat the NDA as a contractual layer and confirm export control status before you send files. ## Search terms nda checklist, nda form, nda format, nda example, example nda, nda example template pdf, nda example template for employees, nda example template uk, nda example template for invention, consulting nda agreement checklist --- Talk to an engineer: https://netray.co/contact?intent=erp_ai | Machine catalog: https://netray.co/agent/catalog.json