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

This Agreement is made on 2026-11-01 between Acme Precision Ltd of 12 Industrial Estate Road, Springfield (Party A) and Northfield Machining Co. of 48 Foundry Lane, Northfield (Party B). The disclosure is mutual (both parties disclose).

The parties wish to exchange confidential information for the following purpose only: Evaluating and, if agreed, performing contract machining of aluminium housings, including quotation, first article approval and production.

Confidential Information means non-public information disclosed by a party (the Discloser) to the other (the Recipient) in any form, including 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. 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.

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.

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.

This Agreement runs for 2 year(s) from the effective date. Confidentiality obligations continue for 5 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.

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.

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.

This Agreement is governed by the laws of the State of Delaware, USA. Disputes will be resolved by the state and federal courts located in Delaware.

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.

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: Procurement Manager, procurement@acme.example. Party B: Sales Director, sales@northfield.example.