Manufacturer or co-packer deal: what to have ready
For education only. Not legal advice. Tellbrief is not a law firm.
When someone else makes your product, they often see the recipe, formula or design that makes it yours. Your lawyer will want to know what they’ve seen and what you’ve signed.
Records to have ready
- Your agreement with the manufacturer or co-packer, or their draft, plus any order forms or quotes.
- Any confidentiality agreement either of you signed.
- A short list of what they’ve received: recipes, formulas, specs, designs or samples, and when.
- Any terms from a retailer or distributor that set rules for how the product is made, labeled or shipped.
Send them only if your lawyer asks. For the first call, knowing where each one is is enough.
Write down who made what
Note who developed the product: you, a co-founder, the manufacturer, or a consultant. If the manufacturer helped change the recipe or design, say how.
Why secrecy matters
One condition in the federal definition of a trade secret is that “the owner thereof has taken reasonable measures to keep such information secret.”1 Ask your lawyer what that means for your formula or design, and know who has seen it and on what terms.
Questions worth asking your lawyer
- What should our agreement with the manufacturer or supplier cover?
- How do we protect what we keep secret when others need to see it?
- Who owns changes the manufacturer made to our product?
- What happens if they can’t deliver, or we want to switch?
Tellbrief adds questions like these to your brief when your answers point to them.
Questions
Should I send my formula to a new manufacturer before we sign anything?
That’s a question for your lawyer. Bring what they’ve asked for and anything you’ve already signed.
What if we never signed anything with our current manufacturer?
Say so on the first call. Your lawyer will want to know how the work has gone so far.
Get your lawyer up to speed before the first call
About 30 questions, most of them one tap, free and with no account. Tellbrief turns your answers into a brief your lawyer can work from, and you keep a copy.
Start your brief →For education only. This article is general information for founders, not legal advice, and reading it doesn’t make you anyone’s client. Tellbrief is not a law firm. For advice about your situation, talk to a licensed lawyer.