What should an NDA with an offshore engineering partner cover?

Confidential information, defined broadly

Name the categories, not just "confidential information". For automation work that usually means: the identity of your end client and the site; P&IDs, drawings, IO lists and specifications; controller programs, HMI projects and source code; network and architecture details; and pricing. Say that the partner may use the information only to deliver the work you assign.

Mark it as confidential by default, so nobody has to label every file.

System access and security

Remote access to a client system is the highest risk item. State that the partner connects only through accounts and connections that you or the client create and can revoke, that credentials are personal and not shared, and that the partner follows your or the client’s security rules. Many operators align those rules with the ISA/IEC 62443 series of standards for automation security; if your client does, say so in the NDA or the work order.

Also cover what happens if the partner suspects a security incident: who they tell, and how fast.

Non solicitation of clients and staff

Two clauses protect the relationship. First, the partner does not approach your clients directly, during the work and for an agreed period after it. Second, the partner does not recruit your employees. Enforceability of these clauses varies by jurisdiction and by how they are written, which is one reason legal review matters.

Ownership of work product

An NDA protects secrets; it does not by itself transfer ownership. Add, in the NDA or the services agreement, that all work product created for you or your client belongs to you or your client on payment, and that the partner assigns any rights it holds. Under US copyright law, work by an independent contractor is not automatically a "work made for hire", so an explicit written assignment is the safer route. The U.S. Copyright Office explains the rules in Circular 30.

Return or deletion at the end

Say what happens when the work ends: the partner returns or deletes your data and the client’s, removes copies from its systems and backups within a set time, and confirms in writing. Allow reasonable exceptions only where law requires retention.

Practical points

Keep the NDA in place before any client detail is shared. Use a mutual NDA only if you expect the partner to share its own confidential information. Set the governing law and venue you are comfortable with. And have your own lawyer review the final text against your standard vendor agreement.

Common gaps in template NDAs

Generic NDAs are often written for sales conversations, not engineering work. Watch for these gaps: no mention of source code or project files; no rule about system access; no non solicitation clause; confidentiality that ends after one or two years, which is short for plant drawings; no obligation to delete data at the end; and nothing about subcontractors. If the partner may use subcontractors, the NDA should require the same obligations from them and your approval first.

Related questions

• How does a remote factory acceptance test work?
• Who owns the code in white label automation engineering?
• How do you apply an ISA 101 HMI style guide when a partner builds the screens?

References and scope

• U.S. Copyright Office, Circular 30: Works Made for Hire
• ISA: ISA/IEC 62443 series of standards for automation security
• Ajinkya Technologies: partner rules for system integrators

External references explain the underlying technology or regulatory context. Ajinkya pricing, schedules and project results are company provided estimates or examples, not independently audited industry benchmarks. Confirm scope and current requirements before making a purchasing decision.