# NDA Template for Manufacturers (Word and PDF, US, UK, Australia, India)

> Source: https://netray.co/tools/nda-template-for-manufacturers-us-uk-australia-india
> Publisher: Netray (netray.co), AI and integration engineering for ERP and manufacturing systems.
> Section: Free Tools

## Short answer

Fill in the parties, pick the jurisdiction and export a one-way or mutual NDA as Word or PDF. Written for drawings, BOMs, tooling and ERP data shared with suppliers and consultants.

## Category

compliance-legal

## Industry

Manufacturing

## Audience

- Buyer
- Business owner
- Operations manager
- ERP project manager

## Tool

**Kind:** template

**Output:** document

**Fields:**

#### Party A (company name)

**Key:** disclosing

**Type:** text

**Default:** Acme Precision Ltd

#### Party A address

**Key:** disclosing_addr

**Type:** text

**Default:** 12 Industrial Estate Road, Springfield

#### Party B (supplier, consultant or customer)

**Key:** receiving

**Type:** text

**Default:** Northfield Machining Co.

#### Party B address

**Key:** receiving_addr

**Type:** text

**Default:** 48 Foundry Lane, Northfield

#### Direction of disclosure

**Key:** direction

**Type:** select

**Options:**

- mutual (both parties disclose)
- one-way (Party A discloses to Party B)

**Default:** mutual (both parties disclose)

#### Effective date

**Key:** effective_date

**Type:** date

**Default:** 2026-11-01

#### Purpose of disclosure

**Key:** purpose

**Type:** textarea

**Default:** Evaluating and, if agreed, performing contract machining of aluminium housings, including quotation, first article approval and production.

#### Types of information covered

**Key:** info_types

**Type:** textarea

**Default:** Engineering drawings, 3D models, bills of materials, process routings, tooling designs, pricing, supplier lists, quality records, and data exported from either party's ERP system.

#### Agreement term (years)

**Key:** term_years

**Type:** select

**Options:**

- 1
- 2
- 3
- 5

**Default:** 2

#### Confidentiality survives after term (years)

**Key:** survival_years

**Type:** select

**Options:**

- 2
- 3
- 5
- 7

**Default:** 5

#### Jurisdiction and governing law

**Key:** governing_law

**Type:** select

**Options:**

- the laws of the State of Delaware, USA
- the laws of England and Wales
- the laws of New South Wales, Australia
- the laws of India

**Default:** the laws of the State of Delaware, USA

#### Dispute forum

**Key:** disputes

**Type:** select

**Options:**

- the state and federal courts located in Delaware
- the courts of England and Wales
- the courts of New South Wales and the Federal Court of Australia
- arbitration seated in Mumbai under the Arbitration and Conciliation Act, 1996, by a sole arbitrator

**Default:** the state and federal courts located in Delaware

#### Jurisdiction-specific clause

**Key:** formalities

**Type:** select

**Options:**

US: Nothing in this Agreement limits immunity for disclosures made in confidence to a government official or attorney solely to report a suspected violation of law, as described in 18 U.S.C. 1833(b). Export-controlled technical data (ITAR or EAR) must not be shared under this Agreement without prior written notice and compliance with applicable export licensing.

UK: A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. Personal data shared under this Agreement is handled in line with UK GDPR and the Data Protection Act 2018.

Australia: Each party will comply with the Privacy Act 1988 (Cth) where personal information is disclosed. Nothing in this Agreement excludes rights that cannot lawfully be excluded under the Australian Consumer Law or whistleblower protections under the Corporations Act 2001 (Cth).

India: This Agreement must be stamped as required by the stamp law of the state where it is executed. Nothing in this Agreement restrains a party from lawfully carrying on its trade, and personal data is handled in line with the Digital Personal Data Protection Act, 2023.

**Default:** US: Nothing in this Agreement limits immunity for disclosures made in confidence to a government official or attorney solely to report a suspected violation of law, as described in 18 U.S.C. 1833(b). Export-controlled technical data (ITAR or EAR) must not be shared under this Agreement without prior written notice and compliance with applicable export licensing.

#### Party A notice contact

**Key:** contact_a

**Type:** text

**Default:** Procurement Manager, procurement@acme.example

#### Party B notice contact

**Key:** contact_b

**Type:** text

**Default:** Sales Director, sales@northfield.example

**Blocks:**

#### Non-Disclosure Agreement

**Body:** This Agreement is made on {{effective_date}} between {{disclosing}} of {{disclosing_addr}} (Party A) and {{receiving}} of {{receiving_addr}} (Party B). The disclosure is {{direction}}.

#### 1. Purpose

**Body:** The parties wish to exchange confidential information for the following purpose only: {{purpose}}

#### 2. Confidential Information

**Body:** Confidential Information means non-public information disclosed by a party (the Discloser) to the other (the Recipient) in any form, including {{info_types}} Information marked confidential, or that a reasonable person would understand to be confidential from its nature, is covered. Technical data held in ERP, PLM or quality systems and exported to the Recipient is covered whether or not it is marked.

#### 3. Obligations of the Recipient

**Body:** The Recipient will use Confidential Information only for the Purpose, keep it secure with at least the care it applies to its own confidential information and never less than reasonable care, limit access to employees and advisers who need to know and are bound by equivalent duties, and not copy it except as the Purpose requires. The Recipient will not reverse engineer, disassemble or analyse samples, tooling or software provided by the Discloser except as the Purpose expressly requires. Disclosure to subcontractors needs the Discloser's prior written consent.

#### 4. Exclusions

**Body:** These obligations do not apply to information that is or becomes public without breach by the Recipient, was lawfully known to the Recipient before disclosure, is received lawfully from a third party without restriction, or is independently developed without use of the Confidential Information. If the law or a court orders disclosure, the Recipient will give prompt notice where lawful and disclose only what is required.

#### 5. Term, Return and Destruction

**Body:** This Agreement runs for {{term_years}} year(s) from the effective date. Confidentiality obligations continue for {{survival_years}} year(s) after the term ends, and indefinitely for trade secrets for as long as they remain trade secrets. On written request the Recipient will return or securely delete Confidential Information, including copies held in email, shared drives and ERP or document systems, and confirm this in writing. Backup copies that cannot be deleted immediately stay protected until overwritten.

#### 6. No Licence, No Warranty

**Body:** All Confidential Information remains the property of the Discloser. No licence to any patent, design right, copyright or know-how is granted. Information is provided as is, and no commitment to enter into any further contract arises from this Agreement.

#### 7. Remedies

**Body:** The parties agree that damages may not be an adequate remedy for breach and that the Discloser may seek injunctive relief in addition to other remedies available at law.

#### 8. Governing Law and Disputes

**Body:** This Agreement is governed by {{governing_law}}. Disputes will be resolved by {{disputes}}.

#### 9. Jurisdiction-Specific Terms

**Body:** {{formalities}}

#### 10. General

**Body:** This is the entire agreement on its subject and may be changed only in writing signed by both parties. Neither party may assign it without the other's consent. If a provision is unenforceable the rest continues in force. Notices go to: Party A: {{contact_a}}. Party B: {{contact_b}}.

#### Signatures

**Signatures:**

- Party A: name, title, date
- Party B: name, title, date
- Witness (where required locally)

**Notes:** A starting point, not legal advice. Have a lawyer qualified in the governing jurisdiction review it before signing, particularly for export-controlled data, personal data, cross-border transfers and stamp duty or execution formalities. Do not attach ITAR or EAR controlled technical data to an NDA; control it through proper licensing and access rules.

## Content

**Intro:** This NDA template is built for manufacturers who share drawings, bills of materials, tooling designs and ERP exports with suppliers, contract manufacturers and consultants. Choose mutual or one-way, pick the US, UK, Australia or India governing-law option, and export Word or PDF. It is a balanced starting point, not a substitute for a lawyer.

**Sections:**

#### How to use the template

**Body:** Enter both parties, the purpose and the kinds of information you will share. Be specific about purpose: a narrow purpose such as quoting a machined housing limits how the other side may use your drawings. Pick the jurisdiction from the dropdown and the matching forum and clause are inserted for you. Export to Word to edit the text, or to PDF to send for signature. Mark documents confidential as you send them, but the clause also covers unmarked technical data exported from ERP or PLM.

**Bullets:**

- Use mutual when both sides will share information, for example in a joint development.
- Use one-way when only you disclose, for example to a bidder on an RFQ.
- Keep the purpose to one sentence about the actual job.
- Check the notice contacts so breaches and return requests reach a real person.

#### What changes by jurisdiction

**Body:** The core clauses are the same in every country, but formalities differ. US agreements carry a whistleblower immunity notice for individuals under the Defend Trade Secrets Act, and a warning about export-controlled data under ITAR or EAR. UK agreements usually exclude third-party rights under the Contracts (Rights of Third Parties) Act 1999. Australian agreements recognise the Privacy Act and rights that cannot be excluded. Indian agreements need correct stamping under the relevant state stamp law, avoid restraints that run into section 27 of the Indian Contract Act, and often use arbitration.

#### NDA best practices for manufacturers

**Body:** An NDA is only as good as how you handle the information afterwards. Share the minimum needed, keep a log of what was sent and to whom, and use controlled portals instead of email attachments for 3D models. Make sure the NDA is signed before the first drawing leaves the building, not after the quote. For long relationships, an NDA is the first step: a supply agreement or quality agreement should then carry the ongoing confidentiality, IP and change-control terms.

**Bullets:**

- Sign before sharing anything, including photos of parts.
- Strip tolerances and notes not needed for quoting.
- Record shared files in a simple disclosure log.
- Diarise the term and survival dates, and request deletion at the end.
- Control export-controlled data under licences, not under an NDA.

#### Common mistakes

**Body:** The most frequent mistakes are vague purposes, no term or an unlimited term that a court may refuse to enforce, forgetting to cover data in ERP and cloud storage, and signing a counterparty's one-sided NDA unchanged. Another is naming the wrong legal entity: use the registered company name and address, not a brand name. Finally, many teams forget that consultants working inside your ERP see customer and supplier data, so the NDA should bind individuals as well as the firm, and AI tools used on your data need the same restrictions.

**Cta:** If you are sharing ERP data with an AI or analytics vendor, Netray can run a private AI layer inside your own network so the data never leaves your premises. Ask us how that fits your NDA and security policy.

**Faq:**

#### Is this NDA template free to use in Word and PDF?

**Answer:** Yes. The template is free, runs in your browser and exports to Word and PDF. Nothing you type is sent to us. Because it is generic, have a lawyer in the governing jurisdiction check it before you rely on it for high-value or export-controlled information.

#### Should I use a mutual or one-way NDA with a supplier?

**Answer:** Use a one-way NDA when only you are disclosing, such as sending drawings out for quotes. Use a mutual NDA when the supplier will also share process know-how, pricing models or tooling designs. Mutual is often accepted faster because it feels balanced to both sides.

#### How long should an NDA last?

**Answer:** Typical terms are one to five years for the disclosure period, with confidentiality surviving two to seven years afterwards. Trade secrets such as formulations or process parameters are often protected for as long as they stay secret. Perpetual terms on all information are harder to enforce.

#### Can I put ITAR or export-controlled drawings under this NDA?

**Answer:** An NDA does not make a transfer of ITAR or EAR controlled technical data lawful. You need the right licence or exemption, access control and often US-person restrictions. Do not send controlled drawings until your compliance officer has cleared the recipient.

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