DRAFT for legal review. Not in force.

This template is a draft written for a lawyer to review before it is offered for signature. It is not legal advice. Customers who need a signed NDA should return it to [[OWNER: contact e-mail]]; the agreement binds only when signed by both parties.

Non-disclosure agreement

Between

1. [[OWNER: seller legal name]], a company registered in Singapore under number [[OWNER: registration number]], with registered address at [[OWNER: registered address]] ("the Manufacturer"), and
2. ______________________________________________, with registered address at ______________________________________________ ("the Customer"),

together "the parties".

1. Purpose

The Customer uploads design files and related information so that the Manufacturer can check, price, quote, manufacture and support orders of printed circuit boards and assembled boards ("the Purpose"). This agreement covers the confidential information exchanged for the Purpose.

2. Confidential information

"Confidential information" means the design files the Customer uploads (board, drill, parts-list, placement and project files, and information derived from them), the existence and content of the Customer's orders and engineering threads, and any information a party marks or reasonably should treat as confidential.

It does not include information that is or becomes public without breach, that the receiving party already lawfully held, that it receives from a third party free to disclose it, or that it develops without using the other party's information.

3. What the Manufacturer does with the files

The Manufacturer uses the Customer's confidential information only for the Purpose: running the automatic file check, quoting, confirming and building the order, answering questions, and keeping the records its legal duties require.

• Staff access is limited by role to the people who need it for the Customer's orders, and every staff access is logged.
• Where a partner manufacturer builds part of an order, that partner receives the files needed for its part, bound by confidentiality obligations no weaker than these. Such use is disclosed to the Customer on the order.
• The files are not published and are not used to train models.

4. Obligations of each party

Each party keeps the other's confidential information confidential with at least the care it gives its own, uses it only for the Purpose, and discloses it only to people who need it for the Purpose and are bound by equivalent obligations.

A party may disclose confidential information where the law requires it, telling the other party beforehand where the law allows.

5. Ownership

The Customer's designs remain the Customer's. Nothing in this agreement transfers rights in them, beyond the limited use needed for the Purpose.

6. Return and deletion

On the Customer's written request the Manufacturer deletes the Customer's design files, except:

• copies already supplied to a manufacturing partner, which are deleted under the Manufacturer's agreements with them,
• records the law requires the Manufacturer to keep (for example order, invoice and tax records),
• copies inside routine backups, which expire with the backup cycle.

[[DECIDE: confirm the deletion wording matches the privacy policy's retention section — they must agree word-for-word once both are decided.]]

7. Term

This agreement starts on the date of the last signature and lasts [[DECIDE: as long as the Customer's files are held / a fixed number of years]]. The confidentiality obligations survive its end for [[DECIDE: 3 / 5 / 10 years]].

8. No other commitment

Uploading files does not oblige either party to place or accept an order. Orders are governed by the terms of sale; where they and this agreement conflict on confidentiality, this agreement prevails [[DECIDE: confirm which document prevails for confidentiality — this agreement / the terms of sale]].

9. Law and disputes

This agreement is governed by [[OWNER: governing law]], and disputes go to [[OWNER: governing law]] [[DECIDE: the same forum the terms of sale name]].

Signatures

Notes for the reviewer: the partner-manufacturer disclosure of sections 2–3 is required by the product design (fabrication jobs may go to partner fabs, disclosed at checkout). The retention carve-outs of section 6 mirror the privacy policy and must stay consistent with it.