Manufacturing guide

NDA for Manufacturing UK: Protecting Product Designs, Specs and Trade Secrets

UK manufacturers routinely share CAD drawings, product specifications, tooling designs and production costs with suppliers and contract manufacturers. This guide explains when and how to protect that information with an NDA drafted for England and Wales law.

By Richard Wood, Founder9 min readUpdated 13 June 2026Last reviewed 13 June 2026manufacturingIPUK lawtemplates

Every UK manufacturer faces the same problem before production begins: to get a quote or sample, you have to show a supplier what you need. And the moment those drawings, specifications or product details leave your hands without legal protection, you have made a gift of your most commercially sensitive information.

This is general information, not legal advice

NDASafe is a document preparation service, not a law firm. Our templates are legally reviewed against applicable UK law at the point of release, but every situation is different. Where significant value, unusual risk or a cross-border element is involved, take independent legal advice before you sign.

When UK manufacturers need an NDA

Manufacturing businesses need NDAs in a wider range of situations than most other sectors. The common thread is technical information that has commercial value precisely because it is not in the public domain.

Contract manufacturing: When you commission a factory to make your product to your specification, you must share drawings, tolerances, material choices, bill of materials and often production costs. The factory that makes your product today could make it for a competitor tomorrow — an NDA is your contractual protection against that.

Supplier negotiations: Before you place a volume order, suppliers see your product in detail — components, quantities, pricing. An NDA before the first technical meeting is standard practice in UK manufacturing.

Product development partnerships: Co-developing a product with a manufacturing partner requires sharing both parties' technical background IP. A mutual NDA should be in place from the first engineering discussion.

Licencing discussions: Demonstrating your product to a potential licensee requires disclosing how it works. A one-way NDA protects your IP during those conversations without committing the other party to a deal.

Private label and OEM: Sourcing a product to sell under your own brand means sharing brand identity, packaging specifications, labelling requirements and sales volume projections with the manufacturer — all of which requires NDA protection.

What confidential information to define

The definition of confidential information is the clause that matters most in a manufacturing NDA. Courts interpret confidentiality obligations narrowly — if information is not covered by the definition, it is not protected. A good manufacturing NDA definition explicitly names:

CAD files, engineering drawings and technical specifications
Bill of materials (BOM) and component sourcing
Tooling, fixture and mould designs
Manufacturing processes, quality control procedures and yield data
Material costs, production costs and supplier pricing
Sales volumes, production forecasts and commercial terms
Formulations, mixtures or chemical compositions
Software embedded in the product
Unregistered designs and prototypes

A generic definition — "all information we share during our discussions" — is better than no definition, but it creates ambiguity about what is covered. The more specific the definition, the easier it is to prove a breach.

One-way or mutual NDA for manufacturing?

The structure of the NDA should reflect which party is actually sharing confidential information.

In most contract manufacturing relationships, the answer is clear: the brand or product owner shares drawings, specifications and commercial terms with the manufacturer, who uses its existing skills and equipment to produce the product. Only one party is sharing genuinely confidential technical information — so a one-way NDA (disclosing party) is the correct document.

A mutual NDA is appropriate where both parties are sharing confidential information — for example, in a joint product development project where the manufacturer contributes its own process knowledge and both parties jointly develop the tooling and specification.

Getting this wrong matters. Using a mutual NDA when only one party is disclosing is not fatal, but it creates a more complex document and may imply a level of reciprocal sharing that was not intended.

An NDA doesn't prevent a supplier using their general skills

An NDA protects the specific confidential information you disclose. It does not prevent a supplier from using their existing manufacturing expertise, machinery or general knowledge of their trade — even if they gained broader understanding by working on your product. An NDA also does not create exclusivity: a supplier can work for your competitors, provided they do not disclose or use your specific confidential information to do so. Market exclusivity requires a separate commercial agreement.

IP ownership: when an NDA isn't enough

An NDA protects information you share. It does not automatically give you ownership of IP created during the manufacturing or development process.

Tooling, moulds and fixtures commissioned from and made by a supplier may belong to the supplier by default — even if you paid for them and provided the design. Without a written IP assignment clause, recovering your tooling if you change supplier can be a complex and contested exercise.

An NDA with IP Assignment addresses both problems at once. It creates the confidentiality obligation and includes a clause assigning ownership of all IP created during the engagement — tooling designs, adaptations to your specification, and any improvements — to you on creation. This is the appropriate document when you are commissioning bespoke tooling, moulds or product adaptations from a supplier.

Trade secrets protection in manufacturing

Manufacturing know-how — production processes, formulations, yield data, cost structures — may qualify for protection as trade secrets under the Trade Secrets (Enforcement, etc.) Regulations 2018.

Trade secret protection requires that the information has commercial value, is kept secret, and that the holder takes reasonable steps to keep it secret. An NDA with a clear confidential information definition is one of those reasonable steps: it demonstrates that you treated the information as confidential and that the recipient received it under a binding confidentiality obligation.

Unlike patent protection, trade secret protection has no time limit — it lasts as long as the information remains secret. For manufacturing processes that cannot easily be reverse-engineered, this can be more valuable than a patent, which expires after 20 years and requires public disclosure of the protected method.

How long should a manufacturing NDA last?

Three to five years is the most common term for manufacturing NDAs covering product specifications and supplier negotiations. This reflects the typical product lifecycle: a product developed and launched within that window is either established in the market (and thus publicly known) or discontinued.

For manufacturing know-how and trade secrets — process parameters, cost data, formulations — indefinite protection or longer terms (five to ten years) are appropriate. The Trade Secrets Regulations provide indefinite statutory protection for qualifying trade secrets, but your NDA should still include explicit post-termination obligations for your most sensitive process information.

Manufacturing NDA templates

NDASafe's One-Way NDA, Mutual NDA and NDA with IP Assignment are drafted for England and Wales and cover the common manufacturing scenarios described in this guide. £29 each or £79 for all eight — editable Word documents delivered instantly.

Step by step

1
Identify what you are sharing
List the specific categories of information you will disclose to the supplier or contract manufacturer: drawings, specifications, bill of materials, tooling designs, process data, cost structures. This list becomes the definition of confidential information in the NDA.
2
Choose the right NDA type
If only you are sharing information — for example, sending drawings to a contract manufacturer — use a One-Way NDA (disclosing party). If both sides will share technical information, use a Mutual NDA. If you are commissioning bespoke tooling or IP, use an NDA with IP Assignment.
3
Define confidential information explicitly
Name the specific categories: CAD files, engineering drawings, bill of materials, tooling designs, production processes, quality procedures, cost data, volumes and forecasts. A precise definition is stronger than a generic catch-all.
4
Set the term and post-termination obligations
Include a specific term for the NDA (typically three to five years for product specifications) and a clause requiring the supplier to return or destroy confidential materials on termination. For trade secrets, include indefinite post-termination protection.
5
Get signatures before any disclosure
Sign the NDA before the first technical meeting, drawing release or sample request — not after. An NDA signed after information has been shared does not protect what was already disclosed.
6
Keep a record of what was shared and when
Maintain a log of what technical information was provided to each supplier and when. In the event of a dispute, this record demonstrates the scope of the disclosure made under the NDA and supports any claim for breach.

Frequently asked questions

Does a supplier NDA prevent my supplier from making a similar product for a competitor?

No — and this is an important distinction. An NDA prevents your supplier from disclosing or misusing the specific confidential information you share: your drawings, specifications, pricing, volumes and production data. It does not prevent the supplier from using their existing manufacturing skills, machinery or general know-how to make similar products for other customers. If you want to stop a supplier making your product for a competitor, you need a non-compete clause — and those are harder to enforce in commercial contracts unless they are reasonable in scope and duration. An NDA protects what you disclose; it does not create market exclusivity.

What confidential information should I define in a manufacturing NDA?

The definition of confidential information is the most important clause in a manufacturing NDA. It should explicitly name: CAD files, engineering drawings, product specifications, bill of materials, tooling designs, production processes, quality control procedures, material costs and supplier pricing, sales volumes and production forecasts, and any trade secrets related to the product. Generic definitions such as 'all information shared during our discussions' are better than nothing but leave gaps. The more precisely you define what is confidential, the easier it is to establish a breach.

Do I need an NDA before I send CAD drawings to a contract manufacturer overseas?

Yes — and you should get signatures before sending anything, not after. Once drawings leave your hands unprotected, any disclosure has already occurred. A signed NDA does not prevent someone from remembering what they saw, but it creates a binding legal obligation and evidence that the information was received in confidence. For overseas contract manufacturers, include an explicit governing law clause (England and Wales) and consider requiring consent to English jurisdiction — this makes enforcement more practical if a dispute arises.

Who owns tooling and moulds paid for by me but made by a supplier?

This depends on what your contract says. By default, tooling commissioned from and made by a supplier may belong to the supplier even if you paid for it — unless there is a written agreement assigning ownership to you. An NDA with IP assignment clause addresses both problems at once: it creates the confidentiality obligation and assigns ownership of all IP and tooling created during the engagement to you. Without this, recovering your tooling if you change supplier can be complex and disputed.

How long should a manufacturing NDA last?

Three to five years is common for manufacturing NDAs covering product specifications and product development discussions. For trade secrets — manufacturing processes, formulations, yields, cost structures — longer terms or indefinite protection are appropriate, because the information retains commercial value as long as it remains secret. The Trade Secrets (Enforcement, etc.) Regulations 2018 protect qualifying trade secrets without a time limit, but your NDA should still specify a term and include post-termination confidentiality obligations for your most sensitive information.

Can an NDA protect an unpatented product design in the UK?

Yes. An unregistered design right arises automatically under UK law for original 3D product designs, but enforcement requires proving copying, which is difficult. An NDA provides a separate and often stronger layer of protection: it creates a contractual obligation not to disclose or use the design, and breach of that obligation is actionable regardless of whether copying can be proved. The NDA also works alongside patent protection — keeping the design confidential while a patent application is prepared, preserving novelty.