Yes. An agent acting for you should be willing to sign a non-disclosure agreement covering your specifications, your suppliers, your prices and your customers. Reluctance to sign is a warning sign. A good agent will usually offer one before you ask, because confidentiality is part of the job.
An NDA does not make leaks impossible. It sets clear rules, gives you a remedy if they are broken, and tells you how seriously the agent takes your information.
What the NDA should cover
- Your product designs, drawings, formulas, specifications and samples.
- The names and terms of the factories you buy from.
- Your purchase prices, volumes and payment terms.
- Your customers, your markets and your brand plans.
- Any test reports, audit reports and inspection reports produced for you.
Clauses worth adding
A basic NDA only stops disclosure. Sourcing work benefits from a little more.
- Non-use: the agent may use your information only to work for you, not for any other client.
- Non-circumvention: the agent may not introduce your suppliers to your competitors in a way that uses your information.
- Return or destruction: the agent must return or delete your files when the work ends.
- Duration: the duty of confidence should last beyond the end of the agreement.
- Staff: the agent must bind its own staff and any subcontractors to the same terms.
Governing law and enforcement
An NDA is only as useful as your ability to enforce it. Decide which country's law governs the agreement and where disputes will be heard. An agreement under your home law may be easier for you to read but harder to enforce against a business in India. A lawyer familiar with cross-border contracts can advise on the right choice for your situation.
For product designs and brands, an NDA is not a substitute for registering your trade mark or design. Ask a qualified adviser whether registration in India makes sense for your product.
Practical habits that help
- Mark confidential documents as confidential, so there is no doubt later.
- Share drawings and formulas in stages, not all at once on the first day.
- Keep a simple log of what you sent to whom and when.
- Ask your agent who on their team can see your files.
Protecting your information with factories
Your agent will share some of your specification with factories, because they cannot quote without it. Ask the agent to share only what each factory needs at each stage, and to get factory-side confidentiality terms in place before drawings or formulas go out. The full contract between you and your agent is covered in what a sourcing agent contract should include.
Next step
Our agreement includes an NDA that covers your specifications, suppliers and prices. You can see where it fits in our process on how it works, or book a free sourcing review.