2026-10-16
For private mold squishy toys, the agreement must be signed before any 3D CAD, STEP or 2D drawing is shared, and it must settle six things: who owns the drawing and its revisions, who owns the physical tool, whether the supplier is exclusive, what the tool may be used for, who maintains it, and how it transfers back to you. Get those six into a signed document plus a Tooling Record annex, and the rest of the project — T1 samples, mold trials, mass production — runs on a known baseline instead of goodwill.
Practical outcome: you should be able to hand a supplier a one-page tooling approval record that lists every tool, its agreed cost, its marking, its location and its replacement value, and know that a refusal to release it triggers a defined remedy. This is a commercial and IP framework, not a legal guarantee; have counsel review the governing law and enforcement clause for your jurisdiction.
Which clauses belong in the agreement before CAD starts?
Sign a confidentiality and IP-protection agreement before any 3D CAD data or mold design file is shared — that sequencing is the single most cited control point in supplier onboarding guidance, and it is the cheapest one to enforce. Enjeksiyon Kalıplama Tedarikçisi Entegrasyon Kontrol Listesi
A strong injection-molding NDA should go beyond generic confidentiality and confirm that all mold designs, revisions and the physical tooling belong to you, the buyer. Generic NDAs usually cover drawings and pricing but stay silent on the tool itself, which is exactly the asset you cannot replace quickly. The same source recommends that if you are sourcing from China, the NDA be bilingual (Chinese and English) and governed by Chinese contract law, because enforcement happens in the supplier's jurisdiction.
So the pre-CAD pack is three documents, not one: the NDA/IP assignment, the tooling ownership and transfer agreement, and the Tooling Record annex. Signing order matters — NDA first, tooling agreement second, Tooling Record populated as each tool is quoted or built.
Drawing rights and IP: what you assign, what the supplier may not register
Drawing rights should be drafted so that you own the tool design and its content, and all IP related to the tool. In the Harris Sliwoski international tooling ownership template, the contractor assigns all such IP to the buyer, may not use the tool design or related IP for any purpose, and may not register any tool-related IP in China or any other country. International Tooling Ownership Agreement template
Two practical checks follow from that. First, list the deliverables that count as 'design': 3D files, 2D part drawings, mold assembly drawings, electrode drawings, DFM reports, gate and cooling layouts, and every revision. Second, state that the supplier's subcontractors — mold shops, EDM or texturing vendors — are bound to the same confidentiality and non-registration terms, and that the supplier is liable if a third party breaches them.
Note what the template does not do: it is a general framework, not tailored to specific tools or countries, and it explicitly excludes design scope and payment mechanics. Treat it as a starting skeleton, not a finished contract.
Tool ownership, exclusivity and use restrictions
Ownership is contractual. Paying a sample fee or a development fee does not, by itself, transfer the tool to you — injection-tool ownership, movement rights, maintenance and storage are matters you have to write down. Decide which of three situations applies to each tool: the supplier builds it and you buy it, a third party builds it and you buy it, or you supply it directly. The agreement should cover all three, because projects rarely stay in one lane.
Exclusivity needs a defined boundary. State that the tool and confidential information may be used only to produce products for you, and that producing for any other party from the same tool or design is a breach. If you want category exclusivity — no similar squishy toy geometry for a competing buyer — write it as a separate clause with a term and a territory, because it is a commercial concession, not a default.
Use restrictions should also cover scrap and rejects. If the tool produces off-spec units, say whether they must be destroyed, defaced or shipped to you, and who pays. Uncontrolled scrap is how a private mold quietly becomes a source of grey-market units.
Maintenance, storage and transfer: the clauses buyers regret skipping
Put maintenance with the party holding the tool, and define the standard: the contractor keeps all tooling in good working order and is responsible for all damage other than normal wear. Vague wording like 'reasonable care' invites a dispute the first time a cavity is damaged during a mold change.
Transfer is where the leverage lives. The template gives the buyer the right to demand any tool item at any time for any reason, with the contractor making it available for pickup at its own cost within ten business days of notice, while the buyer bears pickup and loading costs. Digital DFA and similar files are due within one day of request. If the contractor then fails to provide the tooling, liquidated damages are set at 125% of the replacement cost per tool listed in the Tooling Record, payable immediately. International Tooling Ownership Agreement template
Those numbers are template defaults, not industry standards. The 125% figure is a negotiable remedy, and it only works if the Tooling Record actually states a replacement cost per tool. An empty annex makes the clause unenforceable in practice.
Tooling approval record: the fields to populate before signing
| Tool item identifier | Unique ID per tool, jig, fixture or DFA file |
|---|---|
| Part or SKU it produces | Link to the specific squishy toy part geometry |
| Who designs the tool | Buyer, supplier or named third party — agree in advance |
| Who manufactures the tool | Supplier in-house, third party, or buyer-supplied |
| Agreed tool cost | Stated per item; payment method agreed separately |
| Ownership trigger | Ownership passes on payment of applicable fees; design IP assigned regardless of payment |
| Physical marking | Tool marked as buyer property, method agreed per tool type |
| Storage location | Named site; update on any move |
| Maintenance responsibility | Supplier, excluding normal wear |
| Replacement cost | Required if liquidated damages are to be calculable |
| Transfer lead time | Template default is ten business days from notice |
| Governing law and venue | To be completed with counsel for your jurisdiction |
How this connects to toy safety evidence and the mold record
The agreement governs who owns the tool. It does not make the toy compliant, and no contract clause substitutes for testing. Keep the two workstreams separate: commercial terms in the tooling agreement, safety evidence in the product file.
Where they meet is traceability. A useful traceability record links the SKU, mold cavity, resin lot, component lots, production date, operator or process, and carton or pallet identifier. That record only exists if the agreement requires the supplier to maintain it and to hand it over with production. Add one line to the tooling agreement: cavity-level production records are buyer property and transfer on request.
Two categories of hazard recur in official US recalls of small toys and are worth designing out at the CAD stage rather than testing out later: easily accessible button-cell batteries and loose high-powered magnets. Both appear repeatedly in CPSC recall notices for fidget and light-up toys. If your private mold design includes either, the mold and assembly drawings should show how the battery compartment or magnet retention is secured, and the tooling agreement should require buyer approval before any change to that geometry.
Private-mold agreement questions buyers ask
Do I own the mold if I paid for the samples?
Not automatically. Tool ownership is a contractual matter and is not implied by paying a sample or development fee. Ownership should be stated in the agreement and triggered on payment of the applicable tool cost, with design IP assigned separately.
Should the NDA be bilingual and governed by Chinese law?
If you are sourcing from China, supplier onboarding guidance recommends a bilingual Chinese/English NDA governed by Chinese contract law, on the reasoning that enforcement happens in the supplier's jurisdiction. Treat this as a recommendation to discuss with counsel, not a legal requirement.
What happens if the supplier refuses to release the tool?
The template provides for liquidated damages of 125% of the replacement cost per tool listed in the Tooling Record, payable immediately after a failed notice, plus actual damages such as freight, replacement tooling cost, retraining and lost profit. The amount is a negotiable default, and it only works if the Tooling Record states a replacement cost.
Does the agreement need to cover third-party mold shops?
Yes. If the tool is built or drafted by a third party, the supplier should ensure that party treats the design and information as confidential on the same terms, and the supplier should be liable for losses caused by that party's breach.
Can the supplier register the mold design as its own IP?
The template prohibits the contractor from registering any tool-related IP in China or any other country and assigns all such IP to the buyer. Whether that clause is enforceable depends on the governing law and how the assignment is documented.
How does the tooling agreement relate to CE marking or US toy testing?
They are separate. Tooling ownership and transfer are commercial terms; safety compliance is a product-file matter governed by the applicable market rules. A CE mark is a manufacturer's declaration, not approval by an EU authority, and it does not identify a product's origin.
Sources
Put this into your procurement file.
Send the model, destination and approval scope to our team.
Request Audit Documents