NDA Checklist & Example Clauses for Manufacturers

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14 critical items still open - these are the highest-risk gaps.

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1. Parties and purpose

Both parties named with full legal entity names, registration numbers and addressesCRITICALSignatory has authority to bind the company (director, officer or delegated)Affiliates and group companies that will receive information are named or coveredPurpose is specific (for example quoting part family X), not 'any business relationship'CRITICALDirection is right: one-way when only one side discloses, mutual when both do

2. Definition of confidential information

Covers drawings, CAD/CAM files, BOMs, routings, process parameters, tooling and test dataCRITICALCovers commercial data: prices, volumes, customer and supplier identitiesCovers data exported from or viewed in ERP, MES, PLM and shared portalsCRITICALCovers oral and visual disclosure, such as plant tours and screen sharesStandard exclusions present: public, already known, independently developed, third-party sourcedMarking is not the only trigger for protection, or a clear marking procedure exists

3. Obligations and handling

Use limited to the stated purposeCRITICALNeed-to-know access with written confidentiality duties for staff, contractors and advisersCRITICALStandard of care is at least reasonable care, and security measures for electronic copies are statedNo reverse engineering of samples, tooling or software suppliedCompelled disclosure clause with notice to the ownerBreach notification timeframe agreed (for example promptly on discovery)

4. Term, return and remedies

Disclosure period and survival period are both statedCRITICALTrade secrets protected for as long as they stay secretReturn or destruction on request, including copies in email, shared drives, ERP attachments and backupsCRITICALWritten certification of destruction available on requestNo licence granted and no obligation to proceed to a quote or orderInjunctive relief acknowledged

5. Export control, CUI and personal data

Confirm whether any drawings are ITAR (22 CFR parts 120-130) or EAR controlled before sharingCRITICALIf the US government is the end customer, check whether files are CUI and whether DFARS 252.204-7012 flow-down appliesCRITICALNDA states it does not authorise export or foreign person access to controlled dataPersonal 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

Governing law and court or arbitration seat chosen deliberatelyCRITICALEntire agreement, amendment in writing and assignment clauses presentElectronic signature acceptable under the governing lawSigned by both sides before any drawings or ERP data are sentCRITICALExecuted copy filed against the vendor, customer or project record, with expiry date logged

7. Variant checks (employee, consultant, invention)

Employee NDA: confidentiality duty continues after employment, defined carve-outs for general skills, local law on restrictive covenants checkedConsultant NDA: named consultant, sub-consultant approval, access limited to the ERP modules and data needed, no copying to personal devicesCRITICALConsultant NDA: ownership of work product and tools, reuse of generic know-how clarifiedInvention NDA: describes the invention only at a level you can afford to lose, and assignment or licence terms are not hidden in itCRITICALVisitors and plant tours: short-form NDA or visitor confidentiality notice at reception

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.

NDA register with expiry alerts

An optional conversation about tracking NDAs against vendors and customers in your ERP, with a private AI layer for lookups.

Optional. The tool and every export work without this. No spam.

How to use this checklist

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.

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

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

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

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.

Frequently Asked Questions

What should an NDA checklist include?

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?

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?

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?

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.

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.

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NDA Checklist: Key Clauses to Check Before You Sign