Mutual NDA, gripper assembly evaluation

Mutual NDA

A robotics company and a British parts maker want to look inside each other before agreeing to anything. Both sides are handing over trade secrets, which is the only real reason to make an NDA mutual.

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Mutual non-disclosure agreement
Dated 2 October 2026

Gripper Assembly Evaluation

Between Sable Robotics and Northwind Components

Prepared by
Sable Robotics Pty Ltd
Date
Dated 2 October 2026
Background

This agreement is made on 2 October 2026 between Sable Robotics Pty Ltd, ABN 39 771 502 118, of 24 Kirkham Road, Bowen Hills QLD 4006, and Northwind Components Ltd, company number 8842119, of Unit 5 Hollow Lane, Sheffield S9 1XR, United Kingdom. Each is called a party, and both together the parties.

The parties want to work out whether Northwind should manufacture the gripper assembly for the Sable picker robot from mid 2027. Doing that honestly means each side showing the other things it does not show anyone. This agreement is what makes that possible, and it runs both ways because both sides are handing something over.

1. What counts as confidential
1.1
The definition
Confidential information is any information one party gives the other for the purpose described above, in any form, including drawings, files, samples, test data, prices, methods and anything learned by walking through a factory or a laboratory.
1.2
Marking is not required
Information does not have to be stamped confidential to be protected. If a reasonable person in the same industry would treat it as confidential, it is treated as confidential here, which avoids arguments about a missing label on page four of a drawing set.
1.3
What each party expects to share
The schedule at the end lists what each side expects to disclose and how sensitive it considers each category. The list is a guide to intent, not a limit, and information outside it is protected in exactly the same way.
2. What each party must do
2.1
Use it only for the purpose
Each party uses what it receives only to evaluate the manufacturing arrangement described in the background, and for nothing else. That includes not using it to improve its own products, quote another customer or brief another supplier.
2.2
Look after it
Each party protects information belonging to the other with at least the care it uses for its own confidential material, and never with less than reasonable care. Files are kept in access controlled systems, not in shared inboxes or on personal drives.
2.3
Who may see it
Only employees, officers and professional advisers who need it for the purpose, who have been told it is confidential and who are bound by obligations at least as strict as these. Each party stays responsible for anyone it shows.
2.4
Copies
Copies are made only as needed for the purpose, carry any confidentiality marking of the original, and are recorded so they can be found and destroyed later.
3. What is not covered
1
Already public
Information that is public when disclosed, or becomes public later through no act or omission of the receiving party.
2
Already known
Information the receiving party can show from its own written records it already held, free of any confidentiality obligation, before it was disclosed.
3
Received from someone else
Information lawfully received from a third party that was free to disclose it, which is a narrower exception than it first looks.
4
Developed independently
Information independently developed by people who had no access to what the other party disclosed, which the developing party must be able to demonstrate.
4. When disclosure is allowed anyway
4.1
Required by law
A party may disclose what a law, a court or a regulator requires. Where it is lawful to do so, it tells the other party first, gives it a chance to object, and discloses only the part actually required.
4.2
Advisers and insurers
Each party may share with its lawyers, accountants, auditors and insurers, on the same confidentiality terms, without asking first. Anyone else needs written consent.
5. What this agreement does not do
5.1
It grants no rights
Nothing here transfers or licenses any patent, design, copyright or trade mark. Seeing a drawing does not give anyone the right to make what is on it.
5.2
It does not commit anyone to a deal
Neither party is obliged to proceed to a supply agreement, to place an order or to continue discussions. Either may walk away at any time without giving a reason, and this agreement survives that.
5.3
It gives no warranty of accuracy
Information is shared as it stands. Neither party warrants that what it discloses is accurate or complete, and neither is liable for the other relying on it. A supply agreement, if there is one, will carry proper warranties.
5.4
It is not exclusive
Each party may talk to competitors of the other during and after these discussions, provided clause 2.1 is observed.
6. Giving it back
6.1
Return or destroy
Within 20 business days of a written request, or of the discussions ending, each party returns or destroys what it holds and confirms in writing that it has done so. Samples and physical prototypes are returned, not destroyed.
6.2
What may be kept
One copy may be kept in a legal file where a law or an audit requirement demands it, and automatic system backups need not be purged. Anything kept stays subject to this agreement for as long as it is held.
7. How long it lasts
7.1
Term and survival
Either party may end the discussions at any time. The confidentiality obligations run for five years from the date each piece of information was disclosed, and for as long as it remains a trade secret in the case of design files, tooling drawings and cost breakdowns.
8. If it goes wrong
8.1
Tell the other party
A party that becomes aware of an unauthorised disclosure tells the other within two business days, explains what happened, and helps limit the damage. Concealing a breach is treated more seriously than the breach itself.
8.2
Damages may not be enough
Both parties accept that money may not repair the harm from a breach, so either may seek an injunction or other equitable relief without having to prove financial loss first.
9. General
9.1
Notices, variation and law
Notices go by email to the signatories below. This agreement may be varied only in writing signed by both parties. The laws of Queensland apply and both parties submit to the courts of that state, wherever the information happens to be held.
Why this one is mutual
Every obligation above binds both parties in the same words. A one way agreement would have made the manufacturer the only one at risk, and it would have stopped Northwind showing Sable the tooling costs that the whole evaluation turns on.
Schedule, what each party expects to disclose
Party
Expected to disclose
How sensitive
Sable Robotics
Gripper design files, force and fatigue test data, the 2027 roadmap, forecast unit volumes
Trade secret, design files above all
Northwind Components
Tooling capability, alloy sourcing, cost breakdowns, monthly capacity
Trade secret, cost breakdowns above all
Both parties
The fact that the parties are in discussions at all
Confidential, no announcement by either side

This schedule records what each side expects to hand over so that neither can later claim it was surprised. It does not narrow clause 1.1, and anything disclosed outside these categories is protected on exactly the same terms.

Signed by a person authorised to bind each party. A scanned or electronically signed counterpart has the same effect as an original.

For Sable Robotics Pty Ltd
Name
:
Position
:
Date
:
For Northwind Components Ltd
Name
:
Position
:
Date
:

Section by section

What each section is for, so you can keep the ones you need and drop the rest.

Cover
A spine cover naming the evaluation and both companies, dated, so the executed copy can be filed by subject rather than by counterparty.
Background
Who the parties are, and two sentences on why they are talking, which is what the purpose limitation later attaches to.
What counts as confidential
A broad definition covering drawings, samples, test data and observations, with no marking requirement and a pointer to the schedule.
What each party must do
Use only for the purpose, protect with at least the care used for its own material, restrict who sees it, and control copies.
What is not covered
The four standard exclusions, each written with the evidential burden attached rather than left as a bare list.
When disclosure is allowed
Compelled disclosure with prior notice and minimum scope, plus a standing permission for lawyers, auditors and insurers.
What this agreement does not do
No licence, no obligation to proceed, no warranty of accuracy and no exclusivity, spelled out separately so none is assumed.
Giving it back
Twenty business days to return or destroy with written confirmation, physical samples returned, and the narrow carve out for legal files and backups.
How long it lasts
Five years from each disclosure, running longer for the categories that qualify as trade secrets.
If it goes wrong
A two business day duty to report an unauthorised disclosure, and an acknowledgement that damages alone may not be an adequate remedy.
Schedule of disclosures
What each party expects to share and how sensitive it considers each category, including the fact of the discussions themselves.

Clauses in this document

What makes this document work

Both sides are genuinely exposed

The schedule names what each party is handing over, and treats the manufacturer's cost breakdown as a trade secret in the same breath as the robot design files. That symmetry is the only honest reason to write an NDA both ways.

It works without a confidential stamp

Clause 1.2 protects anything a reasonable person in the same industry would treat as confidential. That single sentence saves the unlabelled fourth page of a drawing set, which is where these arguments usually start.

It is explicit about what it is not

No licence is granted, nobody has to proceed to a deal, nothing disclosed is warranted as accurate, and neither side is exclusive. Four clauses that stop an NDA being read as the first page of a contract.

Questions people ask

When should an NDA be mutual rather than one way?

Whenever both sides will actually disclose. Here the manufacturer has to show tooling costs and capacity before the robot company can decide anything, so a one way agreement would have left the manufacturer exposed and the evaluation half blind.

How long should confidentiality last?

Long enough to matter and short enough to be enforceable. This one runs five years from the date each item was disclosed, with design files, tooling drawings and cost breakdowns protected for as long as they remain trade secrets.

Does information have to be marked confidential?

Under some agreements, yes, and that requirement quietly destroys most of their value. This one protects anything a reasonable industry person would treat as confidential, including what somebody sees while walking through a factory.

What happens if a court orders disclosure?

Disclosure is permitted, but only the part actually required, and where it is lawful the other party has to be told first so it can object. That is the clause that turns a subpoena into a manageable event rather than a breach.

Why does a mutual NDA carry a schedule of disclosures?

Because both sides are giving and receiving, so who disclosed what stops being obvious. This NDA closes with a schedule listing the material each party shared and when. If the relationship ends badly, the schedule is the difference between a provable claim and a recollection of a meeting.

What does the "what this agreement does not do" section cover?

The things an NDA is often assumed to include and does not. This one states that it grants no licence, creates no obligation to proceed and gives no exclusivity. Naming them protects both sides, because an evaluation that goes nowhere should not leave either party arguing it was a commitment.

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Sources

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