NDA & Confidentiality Guidelines
Protoworks regularly works with commercially sensitive software, electronics, product designs, technical documentation, source code, prototypes, and business information.
I am therefore happy to sign a reasonable Non-Disclosure Agreement (NDA) where confidentiality is required.
An NDA should protect genuinely confidential information while still allowing Protoworks to operate as an independent engineering business. It should not transfer intellectual property, restrict unrelated future work, or introduce disproportionate commercial liabilities.
The following guidelines explain the terms I will generally accept and the types of provisions I will not agree to.
These guidelines describe Protoworks' normal commercial position rather than an exhaustive set of contractual terms. Individual agreements will be considered on their merits.
Confidentiality is not a problem
Protecting client information is a normal part of engineering work.
- Keep confidential information secure.
- Use confidential information only for the agreed project or evaluation.
- Limit access to people who genuinely need it.
- Avoid disclosing confidential information to third parties without permission.
- Return or delete project information when it is no longer required, subject to reasonable backup, legal, and record-keeping exceptions.
- Continue protecting genuine trade secrets while they remain confidential.
The aim of these guidelines is not to avoid confidentiality obligations. It is to keep those obligations proportionate and clearly separated from questions such as intellectual property ownership, exclusivity, liability, and project delivery.
Intellectual property must remain separate
An NDA is a confidentiality agreement, not an intellectual property assignment.
Protoworks will not sign NDA provisions that transfer ownership of intellectual property simply because it is discussed, created, suggested, or encountered during preliminary discussions.
Ownership of work produced for a project should instead be defined in the relevant quotation, Statement of Work, development agreement, or other commercial contract.
In particular, Protoworks retains ownership of its pre-existing and independently developed technology, tools, methods, libraries, designs, processes, documentation, and engineering know-how.
- Software libraries and reusable source components.
- Firmware frameworks and utilities.
- PCB and electronic design building blocks.
- CAD symbols, footprints, templates, and libraries.
- Test tools, fixtures, and engineering utilities.
- Development and deployment tooling.
- Documentation templates.
- Generic algorithms and design patterns.
- Manufacturing and prototyping techniques.
- General engineering knowledge, skills, and experience.
Client-specific intellectual property and project deliverables can of course be addressed separately as part of the commercial agreement.
General engineering knowledge cannot be restricted
Engineering projects inevitably contribute to an engineer's experience.
Protoworks will not agree to terms that prevent the use of general skills, experience, techniques, or knowledge gained through normal engineering work.
Confidential client information will remain confidential, but an NDA cannot prevent Protoworks from continuing to use general engineering principles or experience on other projects.
For example, working on a project involving RS485, embedded firmware, a particular microcontroller family, database architecture, industrial communications, or PCB protection circuitry cannot prevent Protoworks from subsequently working with those technologies elsewhere.
Independent development must remain possible
An NDA must recognise that similar ideas, systems, software, circuits, or solutions can be developed independently.
Protoworks will not accept an agreement that automatically treats independently developed work as belonging to, or having been derived from, another organisation simply because there are technical similarities.
- Was already lawfully known.
- Becomes publicly available without a breach of confidentiality.
- Is lawfully obtained from another source.
- Is independently developed without using the confidential information.
- Must be disclosed because of a legal or regulatory requirement.
No non-compete restrictions
Protoworks works across software development, embedded systems, electronics, automation, prototyping, and related engineering fields.
- Working for another company in the same industry.
- Working for a client's competitor.
- Developing similar categories of technology.
- Using commonly available technology or engineering techniques.
- Continuing existing product, research, or development work.
The NDA may restrict the use or disclosure of a client's confidential information. It may not restrict Protoworks from operating normally as an engineering business.
Any genuine requirement for exclusivity would need to be negotiated separately as a commercial arrangement.
No unlimited liability
Protoworks will not accept unlimited financial liability arising from an NDA.
This includes provisions requiring Protoworks to indemnify another organisation against unlimited losses, indirect losses, consequential losses, loss of future profits, or other liabilities disproportionate to the value of the engagement.
I will also not accept automatic financial penalties or fixed payments simply because an alleged breach has occurred.
Any unusual liability requirements need to be discussed separately and reflected appropriately in the wider commercial agreement.
No broad indemnities
An NDA should establish confidentiality obligations and the normal remedies available if those obligations are breached.
Protoworks will not normally accept clauses requiring broad or unlimited indemnification for any loss claimed to have arisen directly or indirectly from a confidentiality breach.
Where a project genuinely creates unusual commercial risk, that risk should be discussed openly and addressed within the main contract.
Confidential information should be reasonably identifiable
An NDA does not necessarily need every document to be marked "CONFIDENTIAL".
However, the definition of confidential information must be reasonable.
- Is explicitly identified as confidential; or
- Would reasonably be understood to be confidential given its nature and the circumstances in which it was disclosed.
I will push back on provisions attempting to classify every piece of information exchanged between the parties as confidential indefinitely regardless of its nature.
Confidentiality periods should be proportionate
Different information has different useful lifetimes.
Ordinary project, commercial, and technical information should normally have a defined confidentiality period.
Genuine trade secrets may reasonably remain protected for as long as they continue to be genuinely confidential.
Protoworks will generally not accept an indefinite confidentiality obligation covering every piece of information exchanged during a project.
Reasonable security requirements
Protoworks takes reasonable measures to protect client information.
I am happy to agree to proportionate technical and organisational security requirements appropriate to the work being undertaken.
However, an NDA should not introduce unrelated enterprise-level compliance obligations.
- Holding certifications that have not previously been discussed.
- Customer audits of Protoworks systems or premises.
- Mandatory penetration testing programmes.
- Prescribed security products or infrastructure.
- Compliance with policies that the other party may change unilaterally.
- Security requirements disproportionate to the project.
If a project operates within a specific regulatory or security environment, those requirements should be identified during project scoping and incorporated into the commercial agreement.
Reasonable disclosure to people supporting the project
Protoworks must be able to operate normally as a business.
An NDA should therefore allow confidential information to be disclosed where reasonably necessary to employees, subcontractors, professional advisers, insurers, or service providers who need the information to support the work and who are themselves subject to appropriate confidentiality obligations.
An NDA that prevents all disclosure under all circumstances may make normal project delivery impossible.
Practical data deletion
Protoworks can return or delete client information when it is no longer required.
However, deletion provisions must recognise the practical operation of modern IT systems.
- Automated backups.
- Disaster recovery systems.
- Email archives.
- Accounting or business records.
- Records retained to satisfy legal obligations.
- Records reasonably retained in connection with potential contractual or legal disputes.
Any retained copies remain subject to the relevant confidentiality obligations.
No ownership of suggestions or casual discussions
Technical discussions frequently involve suggestions, observations, alternatives, and possible improvements.
Protoworks will not accept NDA wording under which every suggestion, idea, improvement, recommendation, or piece of feedback automatically becomes the intellectual property of the other party.
Where Protoworks is specifically engaged to develop intellectual property for a client, ownership will be dealt with explicitly within the project agreement.
No hidden acceptance of other policies
I will not normally sign an NDA that automatically incorporates unspecified company policies, contractual terms, security standards, purchasing rules, or future amendments simply by reference.
If another document creates contractual obligations for Protoworks, I need to be able to review that document before agreeing to it.
Governing law and jurisdiction
As a Northern Ireland based business, Protoworks prefers agreements governed by a suitable UK jurisdiction.
I will consider alternative arrangements where there is a sensible commercial reason, but I may push back on requirements that would require a relatively small engineering engagement to be litigated or arbitrated in a distant or disproportionately expensive jurisdiction.
Mutual NDAs
Where both parties expect to disclose confidential information, I generally prefer a mutual NDA.
This keeps the arrangement straightforward: each party protects the other's confidential information under broadly equivalent obligations.
A one-way NDA may still be appropriate where only one party will genuinely be disclosing confidential information.
Existing Protoworks projects and technology
Protoworks actively develops its own software, electronics, prototype boards, development tools, documentation, research projects, and reusable engineering assets.
Signing an NDA cannot retrospectively give another organisation rights over work that Protoworks was already developing or independently develops in the future.
Where there is any possibility of overlap between a client's project and existing Protoworks technology, the distinction between background intellectual property and project-specific deliverables should be documented before development begins.
Keep the NDA about confidentiality
The basic principle is simple:
An NDA should protect confidential information. It should not quietly become an IP assignment, non-compete agreement, exclusivity agreement, security contract, or unlimited liability agreement.
Protoworks is happy to work under sensible confidentiality arrangements and is equally happy to review a client's standard NDA before discussing sensitive project information.
Where an NDA contains provisions outside these guidelines, that does not necessarily prevent us from working together. It simply means those provisions will need to be discussed and, where appropriate, amended before the agreement is signed.
NDA & Confidentiality Guidelines
Protoworks regularly works with commercially sensitive software, electronics, product designs, technical documentation, source code, prototypes, and business information.
I am therefore happy to sign a reasonable Non-Disclosure Agreement (NDA) where confidentiality is required.
An NDA should protect genuinely confidential information while still allowing Protoworks to operate as an independent engineering business. It should not transfer intellectual property, restrict unrelated future work, or introduce disproportionate commercial liabilities.
The following guidelines explain the terms I will generally accept and the types of provisions I will not agree to.
These guidelines describe Protoworks' normal commercial position rather than an exhaustive set of contractual terms. Individual agreements will be considered on their merits.
Confidentiality is not a problem
Protecting client information is a normal part of engineering work.
- Keep confidential information secure.
- Use confidential information only for the agreed project or evaluation.
- Limit access to people who genuinely need it.
- Avoid disclosing confidential information to third parties without permission.
- Return or delete project information when it is no longer required, subject to reasonable backup, legal, and record-keeping exceptions.
- Continue protecting genuine trade secrets while they remain confidential.
The aim of these guidelines is not to avoid confidentiality obligations. It is to keep those obligations proportionate and clearly separated from questions such as intellectual property ownership, exclusivity, liability, and project delivery.
Intellectual property must remain separate
An NDA is a confidentiality agreement, not an intellectual property assignment.
Protoworks will not sign NDA provisions that transfer ownership of intellectual property simply because it is discussed, created, suggested, or encountered during preliminary discussions.
Ownership of work produced for a project should instead be defined in the relevant quotation, Statement of Work, development agreement, or other commercial contract.
In particular, Protoworks retains ownership of its pre-existing and independently developed technology, tools, methods, libraries, designs, processes, documentation, and engineering know-how.
- Software libraries and reusable source components.
- Firmware frameworks and utilities.
- PCB and electronic design building blocks.
- CAD symbols, footprints, templates, and libraries.
- Test tools, fixtures, and engineering utilities.
- Development and deployment tooling.
- Documentation templates.
- Generic algorithms and design patterns.
- Manufacturing and prototyping techniques.
- General engineering knowledge, skills, and experience.
Client-specific intellectual property and project deliverables can of course be addressed separately as part of the commercial agreement.
General engineering knowledge cannot be restricted
Engineering projects inevitably contribute to an engineer's experience.
Protoworks will not agree to terms that prevent the use of general skills, experience, techniques, or knowledge gained through normal engineering work.
Confidential client information will remain confidential, but an NDA cannot prevent Protoworks from continuing to use general engineering principles or experience on other projects.
For example, working on a project involving RS485, embedded firmware, a particular microcontroller family, database architecture, industrial communications, or PCB protection circuitry cannot prevent Protoworks from subsequently working with those technologies elsewhere.
Independent development must remain possible
An NDA must recognise that similar ideas, systems, software, circuits, or solutions can be developed independently.
Protoworks will not accept an agreement that automatically treats independently developed work as belonging to, or having been derived from, another organisation simply because there are technical similarities.
- Was already lawfully known.
- Becomes publicly available without a breach of confidentiality.
- Is lawfully obtained from another source.
- Is independently developed without using the confidential information.
- Must be disclosed because of a legal or regulatory requirement.
No non-compete restrictions
Protoworks works across software development, embedded systems, electronics, automation, prototyping, and related engineering fields.
- Working for another company in the same industry.
- Working for a client's competitor.
- Developing similar categories of technology.
- Using commonly available technology or engineering techniques.
- Continuing existing product, research, or development work.
The NDA may restrict the use or disclosure of a client's confidential information. It may not restrict Protoworks from operating normally as an engineering business.
Any genuine requirement for exclusivity would need to be negotiated separately as a commercial arrangement.
No unlimited liability
Protoworks will not accept unlimited financial liability arising from an NDA.
This includes provisions requiring Protoworks to indemnify another organisation against unlimited losses, indirect losses, consequential losses, loss of future profits, or other liabilities disproportionate to the value of the engagement.
I will also not accept automatic financial penalties or fixed payments simply because an alleged breach has occurred.
Any unusual liability requirements need to be discussed separately and reflected appropriately in the wider commercial agreement.
No broad indemnities
An NDA should establish confidentiality obligations and the normal remedies available if those obligations are breached.
Protoworks will not normally accept clauses requiring broad or unlimited indemnification for any loss claimed to have arisen directly or indirectly from a confidentiality breach.
Where a project genuinely creates unusual commercial risk, that risk should be discussed openly and addressed within the main contract.
Confidential information should be reasonably identifiable
An NDA does not necessarily need every document to be marked "CONFIDENTIAL".
However, the definition of confidential information must be reasonable.
- Is explicitly identified as confidential; or
- Would reasonably be understood to be confidential given its nature and the circumstances in which it was disclosed.
I will push back on provisions attempting to classify every piece of information exchanged between the parties as confidential indefinitely regardless of its nature.
Confidentiality periods should be proportionate
Different information has different useful lifetimes.
Ordinary project, commercial, and technical information should normally have a defined confidentiality period.
Genuine trade secrets may reasonably remain protected for as long as they continue to be genuinely confidential.
Protoworks will generally not accept an indefinite confidentiality obligation covering every piece of information exchanged during a project.
Reasonable security requirements
Protoworks takes reasonable measures to protect client information.
I am happy to agree to proportionate technical and organisational security requirements appropriate to the work being undertaken.
However, an NDA should not introduce unrelated enterprise-level compliance obligations.
- Holding certifications that have not previously been discussed.
- Customer audits of Protoworks systems or premises.
- Mandatory penetration testing programmes.
- Prescribed security products or infrastructure.
- Compliance with policies that the other party may change unilaterally.
- Security requirements disproportionate to the project.
If a project operates within a specific regulatory or security environment, those requirements should be identified during project scoping and incorporated into the commercial agreement.
Reasonable disclosure to people supporting the project
Protoworks must be able to operate normally as a business.
An NDA should therefore allow confidential information to be disclosed where reasonably necessary to employees, subcontractors, professional advisers, insurers, or service providers who need the information to support the work and who are themselves subject to appropriate confidentiality obligations.
An NDA that prevents all disclosure under all circumstances may make normal project delivery impossible.
Practical data deletion
Protoworks can return or delete client information when it is no longer required.
However, deletion provisions must recognise the practical operation of modern IT systems.
- Automated backups.
- Disaster recovery systems.
- Email archives.
- Accounting or business records.
- Records retained to satisfy legal obligations.
- Records reasonably retained in connection with potential contractual or legal disputes.
Any retained copies remain subject to the relevant confidentiality obligations.
No ownership of suggestions or casual discussions
Technical discussions frequently involve suggestions, observations, alternatives, and possible improvements.
Protoworks will not accept NDA wording under which every suggestion, idea, improvement, recommendation, or piece of feedback automatically becomes the intellectual property of the other party.
Where Protoworks is specifically engaged to develop intellectual property for a client, ownership will be dealt with explicitly within the project agreement.
No hidden acceptance of other policies
I will not normally sign an NDA that automatically incorporates unspecified company policies, contractual terms, security standards, purchasing rules, or future amendments simply by reference.
If another document creates contractual obligations for Protoworks, I need to be able to review that document before agreeing to it.
Governing law and jurisdiction
As a Northern Ireland based business, Protoworks prefers agreements governed by a suitable UK jurisdiction.
I will consider alternative arrangements where there is a sensible commercial reason, but I may push back on requirements that would require a relatively small engineering engagement to be litigated or arbitrated in a distant or disproportionately expensive jurisdiction.
Mutual NDAs
Where both parties expect to disclose confidential information, I generally prefer a mutual NDA.
This keeps the arrangement straightforward: each party protects the other's confidential information under broadly equivalent obligations.
A one-way NDA may still be appropriate where only one party will genuinely be disclosing confidential information.
Existing Protoworks projects and technology
Protoworks actively develops its own software, electronics, prototype boards, development tools, documentation, research projects, and reusable engineering assets.
Signing an NDA cannot retrospectively give another organisation rights over work that Protoworks was already developing or independently develops in the future.
Where there is any possibility of overlap between a client's project and existing Protoworks technology, the distinction between background intellectual property and project-specific deliverables should be documented before development begins.
Keep the NDA about confidentiality
The basic principle is simple:
An NDA should protect confidential information. It should not quietly become an IP assignment, non-compete agreement, exclusivity agreement, security contract, or unlimited liability agreement.
Protoworks is happy to work under sensible confidentiality arrangements and is equally happy to review a client's standard NDA before discussing sensitive project information.
Where an NDA contains provisions outside these guidelines, that does not necessarily prevent us from working together. It simply means those provisions will need to be discussed and, where appropriate, amended before the agreement is signed.