# NDA Template Free for Canada (and South Africa) for Manufacturers > Source: https://netray.co/tools/nda-template-free-canada-south-africa > Publisher: Netray (netray.co), AI and integration engineering for ERP and manufacturing systems. > Section: Free Tools ## Short answer Fill in the parties, pick a Canadian province or South Africa, and export a mutual non-disclosure agreement covering drawings, RFQs, CAD models and ERP data. ## Category compliance-legal ## Region Canada ## Industry Manufacturing ## Audience - Contracts manager - Buyer - Sales engineer - Plant manager ## Tool **Kind:** template **Output:** document **Fields:** #### Party A (legal name) **Key:** party_a **Type:** text **Default:** Northfield Precision Machining Ltd. #### Party A address **Key:** party_a_addr **Type:** text **Default:** 1200 Industrial Parkway, Mississauga, ON, Canada #### Party B (legal name) **Key:** party_b **Type:** text **Default:** Cape Fabrication (Pty) Ltd #### Party B address **Key:** party_b_addr **Type:** text **Default:** 14 Voortrekker Road, Bellville, Western Cape, South Africa #### Effective date **Key:** effective_date **Type:** date **Default:** 2026-11-01 #### Purpose of disclosure **Key:** purpose **Type:** textarea **Default:** Evaluating and quoting the manufacture of machined housings, including exchange of drawings, CAD models, specifications, volumes, pricing and ERP-exported routing data. #### Governing law and courts **Key:** governing_law **Type:** select **Options:** - the Province of Ontario and the federal laws of Canada applicable therein, with the courts of Ontario having jurisdiction - the Province of British Columbia and the federal laws of Canada applicable therein, with the courts of British Columbia having jurisdiction - the Province of Alberta and the federal laws of Canada applicable therein, with the courts of Alberta having jurisdiction - the Province of Quebec and the federal laws of Canada applicable therein, with the courts of the judicial district of Montreal having jurisdiction - the Republic of South Africa, with the High Court of South Africa having jurisdiction **Default:** the Province of Ontario and the federal laws of Canada applicable therein, with the courts of Ontario having jurisdiction #### Privacy statute to reference **Key:** privacy_law **Type:** select **Options:** - the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation - the Protection of Personal Information Act 4 of 2013 (POPIA) **Default:** the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation #### Disclosure period (years) **Key:** term_years **Type:** select **Options:** - 1 - 2 - 3 - 5 **Default:** 2 #### Confidentiality survives for (years after end) **Key:** survival_years **Type:** select **Options:** - 2 - 3 - 5 - 7 **Default:** 5 **Blocks:** #### Mutual Non-Disclosure Agreement **Body:** This Agreement is made as of {{effective_date}} between {{party_a}}, of {{party_a_addr}} (Party A), and {{party_b}}, of {{party_b_addr}} (Party B). Each party may disclose and receive Confidential Information and is both a Disclosing Party and a Receiving Party under this Agreement. #### 1. Purpose **Body:** The parties wish to exchange confidential information for the following purpose only (the Purpose): {{purpose}} #### 2. Confidential Information **Body:** Confidential Information means non-public information disclosed by or for the Disclosing Party in any form, including drawings, CAD and CAM files, bills of materials, routings, tolerances, process parameters, tooling designs, test data, quotations, prices, volumes, customer and supplier identities, and data exported from enterprise systems such as ERP, MES or PLM. Information marked or reasonably understood to be confidential is covered whether or not it is marked. #### 3. Exclusions **Body:** Confidential Information does not include information that (a) is or becomes public through no breach by the Receiving Party, (b) was lawfully known to the Receiving Party before disclosure, (c) is lawfully received from a third party without a duty of confidence, or (d) is independently developed without use of the Confidential Information. The Receiving Party bears the burden of showing an exclusion applies. #### 4. Obligations of the Receiving Party **Body:** The Receiving Party will (a) use Confidential Information only for the Purpose, (b) protect it with at least the care it uses for its own confidential information and no less than reasonable care, (c) disclose it only to employees, contractors and advisers who need to know it and are bound by written confidentiality duties no less protective than this Agreement, (d) not copy it except as needed for the Purpose, and (e) not reverse engineer, analyse or reproduce parts, samples or software supplied. The Receiving Party is responsible for any breach by those it discloses to. #### 5. Compelled disclosure **Body:** If the Receiving Party is required by law, court order or regulator to disclose Confidential Information, it will where lawful give the Disclosing Party prompt written notice, cooperate in seeking protective measures, and disclose only the portion legally required. #### 6. Personal information and controlled technology **Body:** Where Confidential Information includes personal information, each party will handle it in accordance with {{privacy_law}}. Each party is responsible for its own compliance with export control and controlled goods rules that apply to technical data it discloses or receives, and the Disclosing Party will tell the Receiving Party in writing before sending any controlled technical data. Nothing in this Agreement authorises an export or transfer that requires a licence or registration. #### 7. Term, return and destruction **Body:** Confidential Information may be disclosed under this Agreement for {{term_years}} year(s) from the effective date. The Receiving Party's obligations continue for {{survival_years}} year(s) after the end of the disclosure period, and for trade secrets and drawings for as long as they remain confidential. On written request the Receiving Party will promptly return or securely destroy Confidential Information, including copies held in ERP, PLM, email and backup systems to the extent technically practicable, and confirm this in writing. Archival backups that cannot be selectively deleted remain subject to this Agreement. #### 8. No licence, no warranty, no obligation to proceed **Body:** All Confidential Information remains the property of the Disclosing Party. No licence or other right to patents, designs, copyright or know-how is granted. Confidential Information is provided as is. Neither party is obliged to enter into any further agreement, quote or purchase order. #### 9. Remedies **Body:** Each party acknowledges that unauthorised use or disclosure may cause harm for which damages are not an adequate remedy, and that the Disclosing Party may seek injunctive or other equitable relief in addition to any other remedy available at law. #### 10. General **Body:** This Agreement is governed by the laws of {{governing_law}}. It is the entire agreement on its subject, may be amended only in writing signed by both parties, may not be assigned without the other party's written consent, and may be signed in counterparts and electronically. If any provision is unenforceable the remainder continues in effect. #### Signatures **Signatures:** - {{party_a}} (name, title, date) - {{party_b}} (name, title, date) **Notes:** This is a general starting point, not legal advice. Have a lawyer licensed in the chosen jurisdiction review it before signing. Quebec has language-of-contract rules that can require a French version in some situations, and South Africa and Canada each have specific privacy statutes, so check those points if either applies. If drawings are subject to Canada's Controlled Goods Program, US ITAR or EAR, an NDA does not replace the registration, licence or authorisation those regimes require. ## Content **Intro:** This free NDA template is a mutual non-disclosure agreement written for manufacturers who swap drawings, RFQ packages and ERP exports with customers, suppliers and subcontractors. Pick an Ontario, British Columbia, Alberta or Quebec governing law, or South Africa, fill in the parties and purpose, then export to PDF or Word. **Sections:** #### How to use the template **Body:** Enter both legal entity names exactly as they appear on the corporate registry, because a mis-named party is one of the most common reasons an NDA is hard to enforce. Describe the purpose narrowly. A purpose of quoting a specific part family is much easier to defend than evaluating a possible business relationship. Choose the governing law that matches where the parties will realistically litigate, set the disclosure period and survival period, and check the generated text before sending it to the other side. **Bullets:** - Use the same agreement for RFQs, first-article discussions and supplier audits - Attach a schedule of drawing numbers if you share a defined set - Send a signed PDF and keep it in the vendor or customer record in your ERP #### Canada and South Africa points to check **Body:** In Canada, contract law is provincial, so the template names a province. Quebec is a civil law jurisdiction and language rules can apply to standard-form contracts. Personal information such as employee names on a visit list is covered by PIPEDA or substantially similar provincial laws. In South Africa, POPIA governs personal information, and the template lets you reference it. Restrictions on how long confidentiality lasts should be reasonable. Five years after the end of disclosure is a common ask, with indefinite protection reserved for genuine trade secrets. #### Drawings, ERP data and export controls **Body:** The definition of Confidential Information explicitly names CAD files, routings, process parameters and data exported from ERP, MES or PLM, because those are what a manufacturer actually shares. If a drawing contains controlled technical data, the NDA is not the control. Canada's Controlled Goods Program and US rules such as ITAR and EAR operate separately and may require registration, licences or screening before you transmit anything. Mark controlled files and tell the recipient before sending. #### Common mistakes **Body:** Teams often sign the other party's one-sided NDA by default, accept a perpetual term for ordinary quotation data, or forget to ask for return and destruction of copies stored in shared drives and email. Another frequent gap is no named contact for notices. Add a notices line in the signature block if your counsel wants one, and log the NDA expiry date so staff know when new documents need a fresh agreement. **Bullets:** - Do not use a mutual NDA when only you are disclosing, use a one-way version - Do not send drawings before the NDA is signed by both sides - Track the term and survival dates in your contract register **Cta:** If your sales and purchasing teams keep asking where the signed NDA for a supplier is, Netray can add a private AI layer over your document store and ERP so they can ask and get the agreement and its expiry date, running on your own servers. **Faq:** #### Is this NDA template really free to use? **Answer:** Yes. You can fill it in, export it to PDF or Word and use it without contacting anyone. It is a general starting point, so have a lawyer in the relevant province or in South Africa review it before relying on it for anything high value. #### Does the NDA work in Canada and South Africa at the same time? **Answer:** A cross-border agreement needs one governing law. The template lets you choose either a Canadian province or South Africa. Pick the one where you would realistically enforce it, and ask counsel whether the other country needs any local formalities. #### How long should the confidentiality period be? **Answer:** For ordinary quotes and drawings, a disclosure period of one to three years with confidentiality surviving two to five years after is typical. Genuine trade secrets can be protected for as long as they remain secret. Excessively long terms for routine data are often negotiated down. #### Can I use this for export controlled drawings? **Answer:** An NDA does not authorise export or sharing of controlled technical data. Canada's Controlled Goods Program, ITAR and EAR have their own registration and licensing rules. Confirm the status of the data first, then use the NDA alongside those controls. ## Search terms nda template free canada, free nda template canada, nda template south africa, mutual nda canada manufacturing, nda for drawings and rfq, canadian non disclosure agreement template, confidentiality agreement template ontario, popia nda clause --- Talk to an engineer: https://netray.co/contact?intent=erp_ai | Machine catalog: https://netray.co/agent/catalog.json