Confidentiality agreements with sourcing providers
Agree and sign a confidentiality agreement before sending designs. Define the permitted purpose, who can access files, how factory sharing is approved, and what must be returned or deleted. Ask a solicitor to review the wording and signing arrangements. Discuss this before sharing designs with Cambridge China Bridge.
Name the provider and define the information
A confidentiality agreement is a legal contract. Name the company receiving your information, rather than only its trading name or project contact. Confirm who will sign for it. Identify drawings, specifications, samples, photographs, costing information and meeting discussions that you want covered.
This guide concerns your arrangements with the sourcing provider before disclosure. For the provider's commercial role, read agent or seller: who you contract with. For the separate questions of IP and tooling protection, see protecting your IP and tooling.
Write a narrow permitted purpose
The Intellectual Property Office recommends restricting use to a specific permitted purpose. Describe the actual task: assessing whether selected factories can make the product and preparing a quotation. Ask for sampling and production to require further written approval rather than treating every future activity as authorised.
Ask the wording to prohibit using your material for other customers, independent manufacture, publicity or portfolio examples. Identify the files and revisions released for the task. Keep a disclosure log showing what you sent, to whom and for which purpose.
Control access and onward disclosure
Ask the provider to identify who needs access, including its staff in China, translators, factories, subcontractors and laboratories. Request access limited to the material each recipient needs. Agree where files will be stored, how access will be withdrawn and who will report an accidental disclosure.
Require your written approval before material goes to a factory or another outside recipient. Agree what confidentiality commitments must be in place before release, who obtains them and how the provider records them. Ask your solicitor to make clear the provider's responsibility for onward sharing. Its signature alone should not be your operational approval to circulate the full design.
Agree return, deletion and retained copies
Ask for return or deletion when you request it, the quotation is abandoned or the relationship ends. Include samples, working copies, translations, extracts and files held by approved outside recipients. Agree a completion deadline and written confirmation identifying anything that remains.
Discuss backups and any proposed record-retention exceptions before signing. Ask for retained material to remain access-restricted and unavailable for further project use. Have the agreement address continuing confidentiality after work ends, and ask the solicitor to check the duration and exceptions.
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Get solicitor review before releasing designs
The Intellectual Property Office says a solicitor or IP attorney can advise on confidentiality and prepare an appropriate agreement. Give your solicitor the proposed wording and the actual disclosure route. Ask them to review permitted use, recipient obligations, exclusions, return provisions, liability limits, governing law, courts and signing formalities.
Obtain the signed agreement before releasing confidential designs. Then check that access and approval arrangements are ready to use. Start with the material needed for the agreed task and record each further release. Ask Cambridge China Bridge to confirm the receiving company, project contacts and proposed factory-sharing route before you send files.
Frequently asked questions
Should I sign a confidentiality agreement before sending drawings?
Yes. Obtain the signed agreement before releasing confidential drawings. Agree the purpose and sharing route, then send only the material needed for that task.
Can my sourcing provider share designs with factories?
Set an approval process in the agreement. Ask it to identify proposed recipients and files, obtain your written approval and arrange agreed confidentiality commitments before release.
What should happen to my files when sourcing stops?
Agree return or deletion of files, samples and working copies, including material held by approved recipients. Request written confirmation and identify any restricted copies retained.
Should a solicitor review a sourcing confidentiality agreement?
Yes. Give the solicitor the draft and the planned disclosure route. Ask them to check permitted use, onward sharing, return, duration, liability, governing law and signing arrangements.