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Glossary

Non-disclosure agreement (NDA): definition

Contract by which one or both parties undertake not to disclose the information exchanged (drawings, files, know-how) and to use it only for the agreed purpose.

Synonyms and abbreviations
  • NDA
  • non-disclosure agreement
  • confidentiality clause
  • confidentiality agreement

A non-disclosure agreement, or NDA, is a contract by which one party, or both in the case of a mutual agreement, undertakes not to disclose the information exchanged and to use it only for a specific purpose: studying a request for quotation, then manufacturing parts. In manufacturing, it mainly protects drawings, 3D models, processes, prices and projects not yet launched.

A solid agreement specifies the parties, the definition of confidential information, the usual exclusions (information already public, already known to the recipient, lawfully received from a third party or independently developed), the obligations (limited use, protective measures, authorised persons, any subcontractors), the duration of the commitment, the return or destruction of documents at the end of the relationship and the governing law. For everyday needs, a confidentiality clause in the general terms or in the order may be enough.

You need to know its limits. An agreement does not prevent a leak: it allows you to seek redress, provided you can prove it. It does not replace a patent or a registered design, and it does not protect an idea that has become public. Disclosing an invention without a confidentiality undertaking before filing a patent can compromise its novelty. Conversely, reasonable protective measures, which include an agreement, form part of the conditions for the legal protection of trade secrets, introduced in France in 2018. See the guide on drawing confidentiality and the NDA.

In a quote request

If the project is sensitive, say so at first contact and offer your template agreement, rather than waiting until the last moment. Before signing, send only a general description or a simplified drawing, without the working dimensions or the most strategic elements. Specify the duration wanted, who signs, and whether the workshop may use subcontractors for treatment or inspection (specialist subcontracting). Do not demand one for ordinary parts: excessive formality slows down replies.

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