Standard Draft Document Document ID: OW-NDA-2026-REV2
Governing Jurisdiction: Commonwealth of Massachusetts

Mutual Non-Disclosure Agreement

Governing 3D CAD Modeling, Reference Geometry, Fixturing Architecture, and CNC Precision Milling.

In Plain English

Your arching heights, channel depths, and graduations are yours, and I treat them that way. For well over a decade, a handshake has been enough to keep many of my clients' work under wraps. If you would rather have it in writing, I am happy to sign an agreement, either this one or your own.

One thing to be clear about: the models I build are a means of getting your parts made. They are my production tooling, so you do not own them and I do not hand them over. In return, I will not sell, share, publish, or reuse them for anyone else.

Your work stays private
No resale, sharing, or reuse of your models
Models stay in my shop as production tooling
This Mutual Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into as of the date executed below by and between Outlier Workshop (operated by Benjamin Pearce, Cambridge/Somerville, Massachusetts, hereinafter referred to as "Outlier Workshop") and the individual maker, workshop, or firm identified in the signature block below (hereinafter referred to as the "Client" or "Luthier"). Outlier Workshop and Client may each be referred to herein individually as a "Party" and collectively as the "Parties."

01. Purpose of Disclosure

The Parties desire to explore, execute, and deliver precision computer-aided modeling, reverse-engineering, fixturing, tooling path generation (CAM), and multi-axis CNC milling of musical instrument plates, necks, molds, and templates (the "Authorized Purpose"). In connection with the Authorized Purpose, each Party may disclose to the other Party certain proprietary technical, geometric, artistic, and commercial information.

02. Definition of Confidential Information

"Confidential Information" shall mean all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether oral, visual, written, electronic, or physical, including without limitation:

  • Geometric & Acoustic Data: Any 3D surface files (.STEP, .IGES, .3DM, .STL, .OBJ), DICOM CT scan volumes, laser profilometry point clouds, micro-metric caliper elevation maps, transverse station curves (seste), longitudinal crest profiles, and recurve fluting depths.
  • Maker Identity & Provenance: The identity of the Client, the workshop name, the provenance of source instruments, and the fact that the Client engages Outlier Workshop for digital machining services.
  • Machining & Fixturing Architecture: Custom CAM cutting routines, tooling feeds/speeds, custom fixture patterns, and indexing strategies developed specifically for the Client's plates.
  • Physical Artifacts: Poplar or hardwood sample test cuts, optical acrylic arching templates, and client-supplied European or domestic tonewood blanks (spruce tops, maple backs).

03. Strict Obligations of Non-Disclosure & Non-Use

The Receiving Party agrees to:

  • Hold all Confidential Information in the strictest confidence and protect it with the same degree of care (and in no event less than a high standard of reasonable care) that it employs for its own highly sensitive trade secrets.
  • Use the Disclosing Party's Confidential Information solely and exclusively for the Authorized Purpose of completing the Client's modeling and physical machining projects.
  • Not disclose, publish, broadcast, distribute, or photograph Confidential Information to any third party, assistant, or contractor without the express prior written consent of the Disclosing Party.
  • Limit access to Confidential Information strictly to those personnel directly engaged in operating the CAD workstations and CNC milling equipment.

04. Covenant Against Resale, Sharing, or Reuse of Models

Outlier Workshop expressly agrees that it shall not sell, license, lease, publish, share, or distribute the 3D CAD models, toolpaths, or derived geometries prepared for the Client to any other person, violin maker, manufacturing service, or online digital repository. Outlier Workshop further agrees not to reuse them, or any geometry derived from them, for any other client, for its own catalog or reference collection, or for any purpose other than producing the Client's parts.

Ownership of models. The CAD models, toolpaths, and fixtures prepared by Outlier Workshop are production tooling: a means of manufacturing the Client's parts, and not a deliverable. The Client does not acquire ownership of them and is not entitled to receive them as files. The source materials and Confidential Information the Client discloses remain the Client's and stay protected under this Agreement. Outlier Workshop acts as a contract fabrication service and toolmaker, not a digital vendor of designs.

05. Data Security & Storage

Client files and toolpaths shall be maintained on secure, encrypted storage. Upon written request by the Client, Outlier Workshop shall return or destroy any physical test cuts, templates, or tonewood remnants according to the Client's instruction.

06. Term and Survival

This Agreement takes effect upon the date of signature and shall remain in effect for a period of five (5) years thereafter; provided, however, that the obligations of confidentiality with respect to any trade secret or proprietary instrument geometry shall survive indefinitely for as long as such information remains a trade secret under applicable law.

07. Governing Law & Remedies

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. The Parties acknowledge that unauthorized disclosure or use of proprietary instrument geometry would cause irreparable harm for which monetary damages alone would be inadequate; accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

For: Outlier Workshop

Signature
Benjamin Pearce
Name & Title
Benjamin Pearce, Principal · Outlier Workshop
Date
Executed on Client Intake
Address
Cambridge & Somerville, MA · USA

For: Client / Instrument Maker

Signature
[ Authorized Signature ]
Name & Title
[ Maker / Workshop Owner ]
Workshop / Studio Name
[ Atelier / Company Name ]
Date
[ Date of Execution ]
Want it in writing?

I am happy to sign this agreement with you, or to sign your shop's own standard agreement.

Request Signed Copy via Email →