Do I need an NDA before I send my idea to a manufacturer?
You need a non-disclosure agreement (NDA) before you disclose what you want kept secret, such as a formula, a recipe or technical drawings, not before a first enquiry that discloses none of it. The EU IP Helpdesk calls it "best practice to conclude an NDA before engaging in negotiations", and WIPO advises signing with suppliers "at the very beginning".
When should I send an NDA to a manufacturer?
Before the first document that contains your secret, which need not be the first email. The EU IP Helpdesk fact sheet, updated in April 2021, says "it is best practice to conclude an NDA before engaging in negotiations for license agreements, R&D projects", or whenever you show innovative ideas or products to potential partners.
| What you are about to send | NDA first? | Why |
|---|---|---|
| A first enquiry: product type, quantity, target market | Not needed if it reveals nothing confidential | A manufacturer can say whether it makes the product, and on which route, without your formula |
| A brief with target ingredients, claims or performance | Consider one | A detailed brief can reveal the product before it exists |
| Your formula, recipe, technical drawings or patterns | Yes | The fact sheet lists "chemical formulas" among the information an NDA can cover |
| Your supplier list, costs or launch plans | Yes | Commercial plans can be confidential information too |
| Your brand name | No | A name is protected by registering a trade mark; see trade marks before launch |
WIPO's guide to trade secrets gives the same timing: "Enter into an NDA with potential partners (including customers and suppliers) at the very beginning."
Should the NDA be one-way or mutual?
One-way if only you disclose; mutual if the manufacturer also shares its own formulas, prices or methods with you. The fact sheet describes NDAs as "legally binding contracts establishing the conditions under which one party (the disclosing party) discloses information in confidence to another party", and names both kinds.
- One-way (unilateral): one party discloses and the other keeps it confidential. It fits when you send your formula for a quotation.
- Two-way (bilateral or mutual): both parties disclose. It fits when the manufacturer develops the product with you and shows you its own know-how.
- Two unilateral NDAs: the fact sheet notes that two parties who both disclose can sign one each, which may make the drafting talks easier.
- Multilateral: more than two parties, for example you, the manufacturer and a packaging supplier.
What goes into an NDA with a manufacturer?
Six provisions, according to the EU IP Helpdesk fact sheet: what counts as confidential information, the purpose it may be used for, who may see it, what is excluded, how long the obligation lasts, and which law and courts apply. Write the purpose narrowly, for example evaluating and quoting your product, so that any other use falls outside it.
- Confidential information: name what you will send, such as the formula, specifications, drawings, prices and plans.
- Purpose: the use allowed, such as preparing a quotation and samples for you.
- Limits on disclosure: the fact sheet speaks of a "need-to-know basis" for employees, and sometimes external consultants, who must be bound by an equivalent obligation.
- Exclusions: what the NDA does not cover (next section).
- Term: how long the confidentiality lasts (below).
- Law and jurisdiction: which country's law applies and where disputes go; alternative dispute resolution can be included.
ICC sells a model for this, the ICC Model Confidentiality Contract (2024, publication 833E), which it says helps companies "protect sensitive information by drafting a non-disclosure agreement".
What can an NDA not protect?
Four kinds of information fall outside a standard NDA, the Helpdesk fact sheet says: what was public when you disclosed it, what becomes public later without a breach, what the manufacturer already knew, and what a law or an authority requires it to disclose. An NDA also does not stop a breach; it gives you a claim afterwards.
The fact sheet puts it plainly: "NDAs are not locks." A breach is a contract matter, so recovering damages means going to court, which, the Helpdesk warns, may be costly, take time and even put the confidential nature of the information at risk.
How long should the confidentiality last?
As long as the information is worth something to a competitor. The fact sheet says "the term can be unlimited or limited to a specific number of years (e.g. 2-3 years)", and the Helpdesk's contracts guide notes that terms are often three to five years, with the option to keep the information secret indefinitely.
| Term | Source | Fits |
|---|---|---|
| 2 to 3 years | EU IP Helpdesk fact sheet, as an example | Prices and plans that date quickly |
| 3 to 5 years | EU IP Helpdesk, Your Guide to IP and Contracts | A product brief or a development project |
| Unlimited | EU IP Helpdesk fact sheet; WIPO | A formula or know-how you keep as a trade secret |
For a formula you keep as a trade secret, WIPO writes that "for trade secret holders, it is preferable to oblige the recipient to observe confidentiality permanently."
What else protects my formula besides an NDA?
Sharing less. The fact sheet says that "the best way to protect confidential information is not to disclose it at all", and its heading says "NDAs should be used in connection with other tools". Send only what a quotation needs, and keep the full formula back until the manufacturer has to make the product.
- Physical measures the fact sheet names: locked documents and a logbook of who saw them.
- Digital measures: passwords and blocked USB drives.
- A confidentiality clause in the manufacturing agreement; the Helpdesk's contracts guide says one can sit in any agreement with business partners.
- Ownership written into the agreement, so that a formula developed for you is assigned to you; see what the agreement should contain.
- A registered trade mark for the brand, which no NDA can give you.
WIPO adds a caution that applies to every contract: "Signing a contract does not assure you that the other party will duly perform its obligations."
Which manufacturers mention confidentiality or an NDA in their own words?
3 of the 443 manufacturers listed on NordSourced mention confidentiality or an NDA in the sentences NordSourced quotes from their websites (data of 2026-10-14). The other 440 do not mention it on the pages quoted, which does not mean they refuse one. They are below in alphabetical order; the order is not a ranking.
| Manufacturer | Country | Product groups | In its own words |
|---|---|---|---|
| Contract Pharma Solutions | Lithuania | Food supplements, Cosmetics, Other | “Our supplements factory acts solely as a contract manufacturer, ensuring that clients' formulations remain confidential and protected .” source |
| Skarvin | Estonia | Furniture & interior | “Toodame kliendi kaubamärgi all, kasutame Sinu pakendamis- ja märgistuslahendusi (sealhulgas QR-koodid ja seerianumbrid). NDA-leping enne tehnilise dokumentatsiooni edastamist.” source |
| Vitae Clean Cosmetics | Finland | Cosmetics | “As your cosmetics contract manufacturer, we’ll keep everything confidential and just between us.” source |
Questions and answers
Do private label manufacturers in Europe sign NDAs?
On NordSourced, 3 of the 443 listed manufacturers mention confidentiality or an NDA in their own words (data of 2026-10-14): Contract Pharma Solutions (Lithuania), Skarvin (Estonia) and Vitae Clean Cosmetics (Finland); Skarvin names an NDA itself. Most do not say either way, so ask before you send anything confidential.
Is an NDA legally binding?
Yes. It is a contract, and the EU IP Helpdesk describes it as setting the conditions under which one party discloses information in confidence to another. Being binding does not make it self-enforcing: if the manufacturer breaks it, your remedy is a claim for damages, which means litigation, with its cost and time.
What is the difference between a unilateral and a bilateral NDA?
A unilateral NDA protects information that flows one way, from you to the manufacturer. A bilateral, or mutual, NDA covers both sides, for example when the manufacturer also shows you its formulas or prices. The EU IP Helpdesk notes that two parties who both disclose can also sign two unilateral NDAs instead of one mutual one.
Can confidentiality go into the manufacturing contract instead of a separate NDA?
Yes, once you sign the contract. The EU IP Helpdesk says a confidentiality clause can be included in any agreement with business partners, and the fact sheet adds that confidentiality duties may be part of a larger agreement. The talks before signing still need cover: the Helpdesk calls it "best practice to conclude an NDA before engaging in negotiations".
What happens if a manufacturer breaks the NDA?
You can claim damages under the contract, through the courts or the dispute resolution the NDA names. The EU IP Helpdesk warns that litigation may be costly, take time and even put the confidential nature of the information at risk. What was disclosed cannot be taken back, so limit what you send in the first place.
Does an NDA cover information the manufacturer already knew?
No. The standard exclusions in the EU IP Helpdesk fact sheet cover information the receiving party already knew at disclosure, information already public, information that becomes public without a breach, and information a law or authority requires to be disclosed. Keep dated copies of what you send, so you can show what was yours.
Should the manufacturer's employees be bound as well?
Yes, through the manufacturer. The fact sheet describes disclosure on a "need-to-know basis" to employees, and sometimes external consultants, who are bound by an equivalent obligation. If the manufacturer passes work to a subcontractor, the Helpdesk's sample subcontracting clause binds the subcontractor in writing to the same confidentiality duties.
Is there a standard NDA template?
The ICC sells the ICC Model Confidentiality Contract (2024, publication 833E); its store prices each model at EUR 49. The EU IP Helpdesk fact sheet explains the usual provisions and stresses that an NDA should fit the case and the law that applies. A template is a starting point, not the finished agreement.
How long do NDAs with suppliers usually last?
The EU IP Helpdesk fact sheet gives 2-3 years as an example of a limited term, and its contracts guide says terms are often three to five years, with the option of keeping information secret indefinitely. WIPO prefers a permanent obligation for trade secrets. Match the term to how long your information stays valuable.
Should I send an NDA with my first email to a manufacturer?
Only if the email contains your secret. A first email can name the product type, the quantity, the market and the route you want, which is enough for a manufacturer to say whether it can help. Send the NDA before the formula, the drawings or the detailed brief, and send nothing confidential until it is signed.
Which law should the NDA choose?
Choice of law and jurisdiction is one of the provisions the EU IP Helpdesk fact sheet lists, and alternative dispute resolution can be included. Choose a law and a forum you can use in practice. The Helpdesk's contracts guide gives a sample clause for WIPO mediation in Munich, in English, as one model.
Does an NDA protect my brand name?
No. A name you put on packaging becomes public, and public information falls outside an NDA. A brand name is protected by registering a trade mark: the Commission's Your Europe page says a business trading in one EU country can register nationally, and one that needs protection in all EU countries registers with the EU Intellectual Property Office.
Where to go next
Sources
- Non-Disclosure Agreement: a Business Tool (fact sheet, first published March 2012, updated April 2021), European IP Helpdesk (EISMEA). Checked 13 Oct 2026.
- Your Guide to IP and Contracts (15 December 2020), European IP Helpdesk (EISMEA). Checked 13 Oct 2026.
- WIPO Guide to Trade Secrets and Innovation, Part IV: trade secret management, World Intellectual Property Organization (WIPO). Checked 13 Oct 2026.
- ICC model contracts (list with editions and publication numbers), International Chamber of Commerce, ICC Digital Library. Checked 13 Oct 2026.
- Model contracts and clauses, International Chamber of Commerce. Checked 13 Oct 2026.
- Trade marks, European Commission, Your Europe. Checked 13 Oct 2026.
Directory figures are counted from the manufacturers listed on NordSourced, each listed because its own website says it makes products for other brands; see how we check. This page is general information, not legal advice. Found a mistake? Tell us.