What makes a prototype NDA different from a standard NDA?

Prototype NDAs must address physical handling of tangible items, including storage requirements, access limitations, photography restrictions, and specific procedures for return or destruction of prototypes upon project completion or termination.

How should prototype NDAs address tooling ownership?

Prototype NDAs should explicitly address who owns tooling, molds, and fixtures created during development. This includes provisions for physical possession, modification rights, and whether tooling can be used for other customers.

What photography restrictions should prototype NDAs include?

Prototype NDAs should prohibit photography, video, and scanning of prototypes unless specifically authorized. They should also address storage and deletion of any authorized images, and restrict sharing of visual representations.

How do prototype NDAs handle derivative works?

Prototype NDAs should clarify that improvements, modifications, and derivative works based on the prototype remain the disclosing party's property. The receiving party should be prohibited from filing patents based on disclosed information.

Prototype Sharing NDA | Product Development Confidentiality

🔒 Key Provisions for Prototype NDAs

Physical Handling Requirements

Define storage conditions, access limitations, and security measures for physical prototypes. Specify who may handle prototypes and under what circumstances they may be removed from designated locations.
Photography & Recording Restrictions

Prohibit photography, video recording, 3D scanning, and detailed sketching of prototypes without express written consent. Address storage and deletion of any authorized images.
Tooling Ownership

Clearly define ownership of molds, dies, fixtures, and tooling created during development. Address physical possession, modification rights, and whether tooling may be used for other customers.
Return/Destruction Procedures

Establish specific procedures and timelines for returning or destroying prototypes and related materials upon project completion, termination, or request. Require written certification of destruction.
Derivative Work Restrictions

Prohibit the receiving party from creating derivative works, filing patents, or claiming IP rights based on disclosed prototype information. Clarify that all improvements remain discloser's property.
Sample Quantity Limits

Specify the exact number of prototypes or samples provided and prohibit creation of additional copies without authorization. Track all samples with serial numbers or identifiers.

When to Use This NDA

Common prototype sharing scenarios requiring specialized protection

🛠️ Contract Manufacturing Evaluation

When sharing prototypes with potential contract manufacturers for quoting, capability assessment, or pilot production runs.

🔍 Design Partner Collaboration

Working with design firms, engineering consultants, or development partners who need access to physical prototypes.

🤝 Customer Evaluation Programs

Beta testing, customer trials, or evaluation programs where pre-release products are shared for feedback.

🏭 Trade Show Displays

When prototypes will be displayed at trade shows, exhibitions, or private demonstrations to select audiences.

⚠️ Common Prototype NDA Risks

Issue	Risk Level	Recommended Action
No photography restrictions	High	Add explicit prohibition on all forms of visual recording including smartphones
Unclear tooling ownership	High	Specify that all tooling is owned by discloser and must be returned on demand
No sample tracking requirements	Medium	Require numbered samples and periodic inventory confirmation
Vague destruction procedures	Medium	Define specific destruction methods and require written certification
No derivative work restrictions	High	Prohibit patents, improvements, and derivative works without authorization

☑️ Prototype Handling Checklist

Ensure your prototype NDA addresses these key areas:

Specific description and serial numbers of all prototypes being shared
Physical storage requirements (locked cabinet, climate control, etc.)
List of authorized personnel who may access prototypes
Prohibition on photography, video, 3D scanning, and detailed drawings
Restrictions on removing prototypes from specified locations
Tooling, molds, and fixture ownership clearly assigned
Prohibition on creating additional copies or samples
Return procedures with specific timeline (e.g., 10 business days)
Destruction certification requirements if return not feasible
Prohibition on derivative works and patent filings
Provision for on-site inspection of prototype security
Insurance requirements for prototype loss or damage

⚠️ Consult an IP Attorney

Prototype sharing involves significant IP risks that go beyond NDA protection. Consider whether patent applications should be filed before disclosure, and whether trade secret protection is adequate for your situation. International prototype sharing raises additional concerns around foreign IP enforcement. Consult with an intellectual property attorney before sharing valuable prototypes.