Confidentiality Agreements for Factories

Hi.

I just wanted to know where I could get samples of confidentiality agreements that I could use to submit to factories prior to sending them our designs to be manufactured.

Thanks so much in advance.

http://www.coollawyer.com./webfront/doclist.php?type=3&typename=Confidentiality

From my experience in the industry (tableware), a NDA is seen as a rather dodgy thing, and I would personally never sign one. Never ever. As a manufacturer or producer you always have things in the pipeline, and you don’t want to risk those projects with a NDA.

As we live in the same world, there is always the chance that the designer is presenting ideas similar to your’s in the pipeline. Then if you have a NDA with this designer, you might find your self up a certain creek without a specific instrument. And you don’t want that. Now I talk from a European point of view, but I think that most companies don’t bother with designers demanding their signature on the NDA before talking. If they got your attention, they probably got more than a few other as good designer’s attention as well.

Try instead to ask around what kind of experience other people has had with some company, as the bad guys usually also have a bad reputation. Also I think that if you are going to be ripped off, no NDA is going to stop that. It’s a tricky trade.

No NDA will save you from a rip off artist, but it will show potential investors that you’ve at least TRIED to do “due diligence” w/regards to protecting your IP and their $$$. And if you ever want to get a patent, it’s just safer to have confidential disclosures only. I am also in tableware, and I ask for and receive signed NDA’s all the time.

Yeah, the European is probably correct that the bigger, shinier companies will balk at your request that they sign an NDA, but still don’t dismiss it altogether. Ask THEM what their policy on it is and whether they have a standard NDA you could both review and sign. Also, it’s important to distinguish b/t toy (since it’s for toy ind. you say) companies and general manufacturers who can produce your toy. Mattel and Hasboro may not sign your NDA, but a prototyping house most likely will. Get your designs prototyped with an NDA and THEN take it to the toy companies and see if they’ll sign too.

ANYHOO…most NDA’s worth their salt contain a clause stating that the design/s submitted are NOT considered confidential disclosures IF the information/design/s were already none to the company. (Get the exact legal language…it’s worth the read.) So it sounds like the European believes in hedging bets. If you sign an NDA and can prove that you already had the same idea in the pipeline, you ain’t up shit’s creek afterall…if, that is, the small designer even tries to take you on in the first place.

I didn’t know that the weblink to the legal forms above require $$$. That’s unnecessary. Do a google search for “nda”, “confidentiality agreements” and you can fashion one yourself. After you read about 30 of them, you see that they’re basically all the same.

Better than any of this…see a lawyer…

already KNOWN to the company

Good points. I think I understood the first post in a bit too narrow way. Yeah, you have to play by ear in each case depending on who you deal with and for what purpose. If you just look for a manufacturer it is a different thing than if you are trying to sell your designs. From a “design” brand’s point of view I find NDA’s troublesome even if I would have proof we did something first. Signing something that is not for your company’s benefit, but that can cause a lot of hazzle if the designer is a tit, is nothing I would do lightheaded. But if I would have a few injection molding units which capacity I’m selling, the situation is of course different, but so is the business.

I was once visited by a group of sort of locally well known designers wanting to talk about an “interesting venture”. We talked and talked but never really got to the point of what they were after other than some diffuse amount of money and some kind of cooperation. They kept referring to their “businessplan”, but when I asked them to hand it over so we could get somewhere, they ran into panic thinking we are going to rip them off. One of them got really pissed off at me for that and slammed his notebook all over the table calling me names and shit. Carefulness is one thing, but this sort of paranoia is just too much. This anecdote is just for amusement on how we designers can be at worse.

All the best!

Thanks, Krambambuli, I’ve enjoyed the conversation.

Since we’re both in tableware and I’m relatively new to it, can I ask you how YOU approach tableware companies (Alessi, for instance) with one of your designs? Do you enjoy the industry? Do you design AND manufacture, or do you design and let someone else manufacture? I’d be interested in hearing more about your experience.

I’ve had similar experiences as Krambambuli’s last anecdote, but with independent “inventor” types. Those guys all seem to be so paranoid that someone is going to rip off their idea, even when their idea sucks ass. They also tend to vastly overestimate their commercial value. Inventing some little crib drop side mechanism is not going to make you a millionaire.

This doesn’t really have much to do with the original post. Sorry. Back on topic, perhaps more important than the NDA is who you send your stuff to in the first place. Just use some discretion. You don’t have much to worry about sending something to a big American or European company (who aren’t likely to sign an NDA anyway, to protect themselves from bullshit lawsuits, as noted previously). Some little factory in Dongguan isn’t going to have any ethical dilemmas about producing something they think they can sell, NDA or not. And your legal recourse in such a situation is approximatley nothing, NDA or not.

hah ahhahaha!!

angry,
badger?