Drawings, NDAs and file sharing: how to take an enquiry that needs confidentiality

A new buyer will not send the drawing until you sign an NDA, and your salesperson would sign anything to get the file. Read the NDA before anyone signs it. Better still, send a short note on how you handle drawings before the buyer asks. It should say who receives the files, who sees them, what goes to your sub-vendors, and what happens if no order follows. A calm, written process for files earns trust before price is discussed. It takes an afternoon to write.

What the buyer is actually afraid of

A buyer sending a drawing to a new unit is not worried about NDAs in general. The worries are four specific fears, and the note should answer each.

The first is that the drawing reaches a rival brand that is also your customer. The second is your sub-vendors: the heat treater, the plater, the pattern maker, who would see the buyer's name in the title block. The third is copies. An auto parts buyer knows that parts made to an OEM drawing can turn up in the replacement market at a lower price, and wonders whether you are that unit. The fourth is display: the part on your website, in your brochure, on your trade fair stall.

Start-ups add a fifth. For a young hardware company, the design is the company, and a founder will read your answer far more closely than a purchase officer at a large plant.

Before you sign the NDA

Read it with your own lawyer, at least the first time you see a buyer's format. What follows is what to ask about, not legal advice. Rules on contracts and their enforcement differ and change, so your lawyer decides what each clause means for you.

Is it mutual? Your costing and process are confidential too.

Does it stop you making "similar" parts for others? A broad clause can bar you from the brackets or shafts that are your everyday work. That is the one clause worth refusing.

How long does it last, and does it cover your sub-vendors? If it does, you will need their agreement in writing as well.

What happens to the files when the enquiry ends? Return, deletion, or confirmation in writing.

A short mutual NDA can be read and signed the same day. A long one-sided one goes to your lawyer. Meanwhile, offer to quote from a 2D PDF with the buyer's name removed, so the enquiry keeps moving.

A file-handling note to send with your first reply

Put this on your letterhead and attach it to the first reply to any drawing. Change it to match what you really do. A promise in the note that your shop does not keep is worse than no note.

How we handle your drawings

• Files come to one email address used only for drawings, and are saved in a folder that only our estimator and works manager can open.
• Each customer gets a code. Job cards and file names carry the code, not your company name.
• The shop floor works from printed copies, which come back to the office when the job closes.
• Heat treatment and plating vendors receive only the sheet they need, without your name or title block.
• Your parts are never photographed for our marketing without your written permission.
• If no order follows, we delete your files on request and confirm it in writing.

The habits that make the note true

The note is easy. The habits behind it are where units slip.

Personal WhatsApp is the usual leak. A salesperson receives a STEP file on a personal phone and forwards it, whole, to a vendor for a rate. Move drawings to one business number and one email address, and make forwarding a full drawing outside the company something only the estimator does.

Archive old revisions, do not delete them. When a buyer asks what you quoted against, you need revision B as well as C. Remove a leaving employee's access to the drawings folder on the last day, not when someone remembers.

Record what came in. If you keep an enquiry register, add two columns: files received, and NDA signed with its date. When a buyer asks who has seen a drawing, you can answer from a sheet rather than from memory.

Imagine an auto parts unit in Manesar

Imagine a unit in Manesar machining brackets and housings for two-wheeler makers. A start-up in Gurugram building electric scooters sends an enquiry for a motor mounting bracket. The unit and the start-up are invented.

A salesperson asks the founder to send the STEP file on WhatsApp, to a personal number. It is forwarded, title block and all, to a plating vendor to get a rate. The plater, keen for work, calls the founder directly. The founder has nothing against the plater. What alarms the founder is that the drawing travelled without any warning. The replies stop.

The owner spent a day putting it right. The note above was written and one drawings address set up. Each customer got a code, and a plating sheet showed only the finish, the thickness and the surface area. Then the owner called the founder, explained what had happened, and said which operations go outside the shop. The next drawing from that start-up arrived with both sides' signatures on a mutual NDA, though the start-up's first order went to a rival that had already quoted.

When to say no to the drawing

Some drawings are not worth taking. If the NDA would stop you making a whole family of parts you already sell, decline politely and say why. If a buyer wants an NDA before telling you what the part is, the material or the quantity, ask those questions first. There is no point signing for a rate collector, and the note on qualifying a directory enquiry has the questions. And if a clause asks you to accept unlimited liability, that is your lawyer's call, not a salesperson's.

Every trade has its own version of this. A machine shop worries about a STEP file; a moulder worries about the tool drawing it has to send its toolmaker.

Put the note on your letterhead

Write it from the lines your shop already keeps, and leave out the rest. Then fix the one habit that would make the note untrue. In the Manesar unit it was a personal phone; in yours it may be a shared folder anyone can open. The manufacturing hub covers the trades that work to someone else's design. When the next drawing arrives with an NDA attached and you want a second reader on the process around it, with sales process design behind it, tell us what you need.