Free NDA Template for Outsourcing CNC Machining

Before you send a shop your drawing, put a confidentiality agreement in place. This is a ready-to-use mutual NDA that covers 3D models, specifications, quotes and process know-how. Download the PDF, or copy the text straight into your own document.

Download NDA (PDF) View the Full Text

Why a CNC Project Needs an NDA

A machining drawing is more than a picture of a part. It shows the geometry, the tolerances, the material and often the assembly it drops into — which is to say, it shows how your product works. A supplier sees all of that the moment they open the file to quote. An NDA makes clear, in writing, that this information stays between the two of you.

Most shops sign one without a second thought, because handling customer intellectual property is the normal state of the business. If a supplier pushes back on a reasonable NDA, that is itself useful information.

One-Way or Mutual?

For outsourcing, a mutual NDA is usually the right call. You disclose the drawing and the specs; the shop may disclose process know-how, a fixture idea, or the way they build the quote — all of which is also worth protecting. A single mutual agreement is fairer and quicker to agree than two separate one-way contracts. Use a one-way NDA only when one side is doing all the disclosing.

What a Good CNC NDA Covers

Drawings and models — 3D CAD, 2D drawings, and any revision history.
Specifications — material, finish, tolerances, inspection requirements.
Commercial terms — quoted prices and lead times shared during sourcing.
Process information — fixture concepts, machining strategy, tooling.
Purpose — stated as evaluating or purchasing parts, nothing further.
Term — typically 2–3 years from disclosure.
Carve-outs — information already public, already known, independently developed, or required by law.

The Template

Mutual Non-Disclosure Agreement

Copy everything inside the box, or download the PDF version. Fill the bracketed fields, choose a governing law, and have both parties sign.

Mutual Non-Disclosure Agreement

This Agreement is entered into as of [DATE] by and between:

[PARTY A — NAME], with its principal place of business at [ADDRESS] ("Party A"), and

[PARTY B — NAME], with its principal place of business at [ADDRESS] ("Party B").

Party A and Party B are each a "Party" and together the "Parties."

1. Purpose

The Parties wish to explore and, where appropriate, engage in a relationship concerning the machining, prototyping or production of parts (the "Purpose"). To do so, each Party may disclose confidential information to the other.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, including: 3D CAD models, 2D drawings and revisions; material, finish and tolerance specifications; quoted prices and lead times; and process, fixture or tooling information. Confidential Information does not include information that: (a) is or becomes public without breach of this Agreement; (b) the Receiving Party already lawfully held; (c) is independently developed without use of the Disclosing Party's information; or (d) the Receiving Party lawfully receives from a third party.

3. Obligations

The Receiving Party shall: (a) use Confidential Information only for the Purpose; (b) not disclose it to any third party except to employees or contractors who need it and are bound by equivalent confidentiality; and (c) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care.

4. Compelled Disclosure

If the Receiving Party is required by law to disclose Confidential Information, it shall, where permitted, give prompt notice so the Disclosing Party may seek protection, and disclose only what is required.

5. Term

This Agreement lasts [2 or 3] years from the date above. Obligations for information disclosed during that period continue for [2 or 3] years after disclosure.

6. No Licence, No Warranty

No licence to any intellectual property is granted by disclosure. Confidential Information is provided "as is," without warranty of any kind.

7. Return or Destruction

On request, the Receiving Party shall return or destroy Confidential Information and confirm destruction in writing, except one archival copy retained by its legal function.

8. Governing Law

This Agreement is governed by the laws of [JURISDICTION], without regard to conflict-of-laws rules.

9. Entire Agreement

This document is the entire agreement on its subject matter and may be amended only in writing signed by both Parties.

Party A: _________________________ Date: ____________

Name: _________________________ Title: ____________

Party B: _________________________ Date: ____________

Name: _________________________ Title: ____________

Copy the full text · Download PDF · Print / Save as Word

This template is a starting point and is not legal advice. Have it reviewed under the governing law you choose before signing.

FAQ

NDA Questions for Outsourcing

Do I need an NDA before sending a CNC machining shop my drawing?

It is sensible whenever the part carries commercial value — a novel geometry, a proprietary assembly, or tolerances that reveal how your product works. Most suppliers will sign one without friction because they handle customer IP all day. Send the drawing only after both sides have signed.

One-way or mutual NDA for outsourcing machining?

Use a mutual NDA for most outsourcing. You disclose the drawing and specifications; the shop often discloses process know-how, fixture ideas or a quoting method that is also worth protecting. Mutual coverage is fairer and faster to agree than two one-way agreements.

What should a CNC machining NDA cover?

At minimum: 3D models and 2D drawings, material and finish specifications, quoted prices, lead times, and any process or fixture information exchanged. Name the purpose (evaluating or purchasing parts), set a confidentiality period of 2–3 years, and keep carve-outs for information already public or independently developed.

Is this NDA template legally binding?

A signed NDA is a contract and can be enforced, but this template is a starting point, not legal advice. Have it reviewed under the governing law you choose, and adjust the jurisdiction, term and any local requirements before signing.

Ready to send the drawing?

Sign the NDA, then send us the CAD file. We'll quote it itemised, and we treat every customer drawing as confidential whether or not an agreement is in place.

Send Drawings & Get Quote