Notes for owners · Sales management
IP and confidentiality in electronics enquiries: how to answer the buyer's worry
When an electronics buyer hesitates to send Gerbers, a BOM or firmware, tell them file by file what you need, who else will see it and what the signed agreement covers, instead of saying it is safe.
The GullySales team · Updated 17 Oct 2026 · 6 min read
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The founder likes your quote for the first 500 boards, then stops. "Before I send the full Gerbers and the BOM, how do I know this won't turn up as someone else's product?" Do not answer "don't worry, it is completely safe". Answer with facts. Say which files you need to quote and which only to build, who outside your company sees each one, and what you never need at all. Then offer a mutual agreement in writing. A plain list is trusted more than a promise, because it admits that a fabricator and your distributors are involved.
Why a hardware buyer hesitates
To copy an electronic product, someone needs three things together: the board files, the bill of materials and the firmware. A product start-up knows this. It also knows that an EMS may build a similar board for a rival next month. Distributors see every BOM line you price. The bare boards may be made by a fabricator in another country.
So the worry is specific, and it deserves a specific answer. Larger OEMs worry less about cloning and more about their part numbers and volumes reaching a competitor through your purchase desk. This post covers the files; the rest of how these buyers choose a maker is on the electronics and embedded systems page.
File by file: what you need, and who else sees it
| File | Needed to quote? | Needed to build? | Who outside your company sees it | What to tell the buyer |
|---|---|---|---|---|
| Gerber and drill files | Yes | Yes | The bare board fabricator | Name the fabricator's city or country. Files go under your job code, not their product name |
| Bill of materials | Yes | Yes | Distributors, line by line, for prices | Lines go out without the customer's name or project name |
| Pick-and-place file | No | Yes | Nobody. It stays on your line | Ask for it only after the order |
| Schematic | Only if the design is unclear | Only if you write the test or debug failures | Your test engineer | Say why you need it, or do not ask |
| Firmware | No | As a compiled file for programming | Nobody. It stays on the programming station | You never need the source code |
| Test specification and jig software | No | Yes | The jig maker, if you buy jigs outside | Agree who owns the jig |
| Enclosure CAD, for box builds | Yes | Yes | The moulder or sheet metal vendor | Same rule as the Gerbers |
Two rows settle most of the worry. The firmware row, because the buyer's real value often sits in the code, and you never need to see it. And the BOM row, because a distributor learning a project name is the leak a founder can trace most easily.
How to answer the worry in writing
Send something like this by email, with the table attached:
Thank you for asking before sending the files. To quote, we need only the Gerbers and the BOM. The Gerbers go to our board fabricator in Gujarat under a job code. BOM lines go to two authorised distributors without your company or project name. We do not need your source code at any stage; for programming we load the compiled file you send, on one station. We are happy to sign a mutual NDA before you send anything, and to delete or return your files if no order follows.
Change every line to match what your shop really does. If your fabricator is overseas, say so. If you use no distributors at all because the customer consigns every part, delete that sentence rather than leave it in. A note that turns out to be untrue does more damage than having no note.
The agreement, and what to ask your lawyer
The NDA covers the enquiry. Once an order is placed, a manufacturing agreement should cover what an NDA does not. Three points matter most in electronics:
- Ownership of the stencil, the test jig and the programming fixture, which the buyer has paid for in the one-time costs
- What happens to the files, the spare boards and the leftover consigned parts when the work ends
- Whether you may build similar boards for other customers, and how "similar" is defined
Ask your lawyer to look hardest at the third. A clause that is fine for a one-off job can quietly bar you from a whole product category once the order repeats. Our note on taking an enquiry that needs confidentiality goes through reading an NDA clause by clause.
This is not legal advice. Contract terms, and how they are enforced, differ and change, so your own lawyer should read the first agreement in each buyer's format.
Imagine an assembler in Guindy
Imagine a contract assembler in the Guindy industrial estate in Chennai. A Bengaluru start-up building battery management boards for electric cargo three-wheelers asks how its files will be handled. The owner says, "One hundred per cent safe, we never share anything." The founder sends the files.
A week later, a distributor's sales rep the founder has never spoken to rings. The rep knows the project name and the microcontroller, and is offering stock. How? The BOM had gone to three distributors as a spreadsheet named after the start-up's product. Nothing was copied. The founder now doubts every word said about the files.
The owner calls back the same day and explains exactly what happened. Every file in the job is renamed with a code, and names are stripped from BOM lines before they leave the office. Then the founder gets the file table, filled in honestly, including the fabricator and the distributors, and an offer of a mutual NDA. The founder signs and keeps the order there, but moves the second board to another assembler first, as a test. Trust came back slowly and cost one job.
When to decline the files
Some enquiries are better refused politely. If the agreement would stop you building any battery management or motor control board for anyone else, and that is your everyday work, say no to that clause. If the buyer insists on no outside vendors at all, say you cannot quote on that basis. If you buy bare boards from a fabricator, as many assemblers do, pretending otherwise starts the relationship with an untruth. And if a clause asks for unlimited liability, that is for your lawyer, not your sales desk.
Fill in the table with your real fabricator
Fill in the table for your own shop, including the fabricator, and keep it with your reply templates so the next nervous founder gets it in the first answer. Then check the last BOM you sent out for a project name in the file name or the lines. Making this part of how your desk receives an enquiry is sales process design. If buyers hesitate at the file stage, tell us what you need.
