When Do You Need an NDA?

A Practical Rule: “What It Does” versus “How It Does It”

Dr. Kerr’s general approach is to discuss what a product does while keeping how it does it confidential.

For example, “My product helps push food scraps through a garbage disposal splash guard” describes its function. Detailed drawings, dimensions, materials, and the arrangement of its working features explain how it accomplishes that function.

This distinction lets you gather feedback and discuss potential benefits without immediately sharing the technical details.

Use this as a practical guide, not a guarantee. With some simple products, even a brief description or photograph can reveal the underlying solution. Consider what someone could learn from what you share.

When You Do Need an NDA

Put confidentiality protections in place before sending the details—even when you are only requesting a quote.

A separate NDA may not always be necessary if an existing contract or service agreement already provides suitable protection. Review the actual terms covering your engagement; do not assume that using a recognized platform automatically protects every disclosure.

Check whether the agreement addresses:

• Using your information only for the agreed work.
• Sharing with employees, subcontractors, or manufacturing partners.
• Uploading your information to AI or other outside services.
• Returning, retaining, or deleting your files.

Confidentiality and ownership are different issues. Your services contract should also address who owns the resulting CAD files, drawings, and development work.

For an initial inquiry, you can often describe the general task without revealing the confidential mechanism. Once detailed disclosure becomes necessary, confirm the protections first.

When an NDA May Not Be Necessary

You do not need to turn every conversation about your product idea into a legal transaction. The goal is to be thoughtful about what you share, with whom, and under what circumstances.

General Conversations and Feedback

You can often discuss the problem you are trying to solve without revealing your confidential solution. Asking, “Do you find it difficult to push food scraps through your disposal’s splash guard?” can provide useful feedback without explaining your product’s design.

Family and Close Friends

An informal conversation with a trusted family member or close friend may not call for a signed NDA, particularly when you keep the discussion general. If you share sensitive details, make your expectations clear and obtain their agreement to keep the information private.

Family relationships and friendships do not automatically establish legal confidentiality. If you plan to share detailed drawings, demonstrate an unpublished mechanism, or involve someone in development work, a written agreement provides a clearer record.

Information Already Public

An NDA generally serves little purpose for information you have already made public. However, unpublished improvements, manufacturing methods, and other confidential details may still warrant protection.

When to Keep the Details to Yourself

A poker game, party, networking event, or group chat can be a good place to discuss the problem your product addresses. It is usually a poor setting for explaining its confidential technical details.

You may trust your friends, but you cannot assume that everyone present understands the information is confidential—or that they will not repeat it. Even a small group can include people outside your trusted circle.

A useful response is:

“I’m working on a product to solve that problem. I’m keeping the design details private for now, but I’d love to hear how you currently deal with it.”

Be open about the problem. Be deliberate about sharing the confidential solution.

You can gather feedback and enjoy discussing your work without revealing everything that makes your product different.

Do You Still Need an NDA After Filing a PPA?

A filed provisional patent application does not replace a confidentiality agreement.

A PPA can establish a filing date for the invention adequately described in it, but it does not grant an enforceable patent or automatically prevent someone from copying your product. An NDA addresses a different concern: what a recipient may disclose or do with the confidential information you provide.

An NDA remains useful when sharing detailed drawings, CAD files, prototypes, unpublished improvements, or manufacturing information with engineers, contractors, and development partners. An existing services agreement may already provide suitable confidentiality and permitted-use protections.

You do not necessarily need an NDA for every conversation after filing. General discussions and information you have deliberately made public may not require one. Before sharing technical details more broadly, consider whether your PPA actually covers them and whether you still want them kept confidential.

New improvements deserve particular attention. Features not adequately described in the original PPA do not automatically receive its filing date and may require a new application before disclosure.

Filing a PPA is an important step. Continue making deliberate decisions about what you share and under what terms.

Confidentiality Should Cover Both Disclosure and Use

Over years of developing products and signing confidentiality agreements, Dr. Kerr noticed that many agreements emphasized “you cannot disclose this information” without clearly explaining how the recipient could—or could not—use it. He also addresses this distinction in How to Develop Your Product Idea Without Going Broke.

An agreement should address both keeping information confidential and limiting its use to the agreed purpose. Otherwise, the concern is not just someone sharing your idea—it is someone using your confidential information to copy, modify, or develop a competing product.

Our sample mutual NDA expressly addresses unauthorized copying, design-around activity, and development using disclosed confidential information, while preserving legitimate independent development. Other agreements may provide similar protection through their permitted-use provisions even without using the words “cannot copy.”