Secured Documentation Submission and Nondisclosure Agreements

I

inman

#1
Our company recently submitted documentation as part of a customers new supplier pre-qualification survey.This survey requested specific work instructions for processes. All previous surveys I completed over the years have not requested this level of detail.

All QMS related documentation was submitted as secured pdfs. Our submission was approved by the customer, but the customer cannot import the documentation into their system because of the pdf security that is in place. I will not provided my password to remove the security, so I am being asked to remove the security and re-submit the documentation. We currently do not have a NDA in place with this customer.

Is it general practice to have NDAs in place before submitting QMS documentation for new supplier pre-qualification surveys?
Is a NDA recommended in this situation?
 
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Ninja

Looking for Reality
Staff member
Super Moderator
#2
I am not a lawyer.

In my industry experience (electronic ceramics) the work instructions would not have been sent without NDA, nor product beyond initial samples, nor the first meet and greet at a customer site without having an NDA in place first.

"Hi, I'm interested in your product."
"Great, I'll send you our full contact information and an NDA for you to review. Which products were you interested in?"
"I'm sorry, I can't answer that without the NDA finalized."

Clearly your company is a bit looser on this.
I would recommend an NDA a few steps ago. {They could screen capture your documents to pdf and put them in their system now if they really wanted to}
 
W

Wilderness Woody

#3
This survey requested specific work instructions for processes.
BIG RED FLAG :caution:

Details of processes don't go anywhere without NDA and $$$ on the line.

Unless your company "stole" your own specific work instructions from someone else, they've been developed, refined and honed to meet you own needs to create quality product.

Sharing or giving away your "Secret Sauce" recipe is not the way to go.

:cfingers: pinky swears don't :ca: when you find out corporate espionage has just crippled your business down the road!
 

Wes Bucey

Quite Involved in Discussions
#4
Our company recently submitted documentation as part of a customers new supplier pre-qualification survey.This survey requested specific work instructions for processes. All previous surveys I completed over the years have not requested this level of detail.

All QMS related documentation was submitted as secured pdfs. Our submission was approved by the customer, but the customer cannot import the documentation into their system because of the pdf security that is in place. I will not provided my password to remove the security, so I am being asked to remove the security and re-submit the documentation. We currently do not have a NDA in place with this customer.

Is it general practice to have NDAs in place before submitting QMS documentation for new supplier pre-qualification surveys?
Is a NDA recommended in this situation?
I've encountered the situation of customers asking for everything that identity thieves sending phishing documents typically ask for both to my own company and to the organizations of my consulting clients.

My first response is "Why?" What purpose will such information serve? Are you really a customer? or just a prospect? How will you safeguard any of my trade secrets? Are you prepared to have a responsible officer of your company sign a binding non-disclosure agreement prior to our release of this information? What criteria will you use to determine if we are "suitable" suppliers?

The answer that gets a big fat NO! is "it's our company policy."

Think of it this way:
I, personally, have been in business for more than 40 years, almost all of those years in the C-level suite. I could tell stories for hours of the perfidy of so-called customers who take such information and screw over the hapless supplier who knuckles under to the demand without assuring as much protection as possible. The names of big corporations who have actually stolen intellectual property from suppliers and sneered at a supplier unable to fund a legal attack would fill a book. The original Sears (before Edward S. Lampert) was notorious for literally buying out suppliers at pennies on the dollar after taking the intellectual property and distributing it to "competing suppliers" all in the name of "protecting supply by multi-sourcing."

GE, Sunbeam, Xerox, GM, Ford, and Chrysler similarly played suppliers for chumps, always using some variation of "Trust us - we're big business - we don't screw our suppliers or our employees."

Sometimes, a small supplier is lucky to survive such theft and protect itself in the future. More often, though, especially in dicey economies like the present, it can be a death blow.

My advice: spend a couple of hundred dollars on a good attorney (get references) to protect your interests.
 
I

inman

#5
Thanks for the replies. I just wanted to make sure that my expectation on how our company should handle items like this was not out of line. We have an Attorney on staff, and he came and talked with me this morning about this issue. He confirmed that our current practices are not where they need to be. Our only problem now is getting the rest of the work culture here to see the value.
 
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