Article

Client-owned work and NDAs: what can you still license?

By TrustPast

Updated October 28, 2026

An engineering firm, an architect or a commercial contractor keeps years of project files. Some of what sits in them was never the firm’s alone: an owner’s drawings, a manufacturer’s specs, a design the contract says the client owns, a bid set sent under a non-disclosure agreement. So when an owner hears that a buyer licenses company records, the second question comes fast: can we include any of this? This page settles how to sort those files, what micro1 publishes, what it doesn’t, and where your counsel has the final word.

One line before anything else. We, TrustPast, are not lawyers, and nothing here is legal advice. We can tell you what to look for. Your counsel decides what your contracts allow.

The short answer

You don’t license what isn’t yours to share. That doesn’t rule out the whole file.

A project file holds two kinds of material. One is what the client gave you or owns: their drawings, their specs, their pricing, the report the contract hands over to them. The other is the record of how your firm did the work: the estimate, the takeoff notes, the RFI log, the change order and the email thread where it was argued out.

The first kind stays out unless the client agrees and your counsel signs off. That is our own advice, not micro1’s. The second kind is the part micro1 describes wanting, as the section below shows.

And the people in those files are not what a buyer is after. micro1 says it “uses de-identified company data”. Customer names and payments are never what is wanted. What is wanted is how the work was done. How an estimate became a job. How a change order was settled. How a failure on site was diagnosed.

Apply & License Your Data

Two separate questions: who owns it, and what you promised

These are different questions, and a document can fail either one.

Who owns it. Federal copyright law has a default and an exception. Under 17 U.S.C. § 201(a), copyright “vests initially in the author or authors of the work.” Under § 201(b), for a work made for hire, “the employer or other person for whom the work was prepared is considered the author” and, “unless the parties have expressly agreed otherwise in a written instrument signed by them, owns all of the rights comprised in the copyright.”

The definition of a work made for hire sits in 17 U.S.C. § 101. It has two parts. The first is “a work prepared by an employee within the scope of his or her employment.” The second is a work “specially ordered or commissioned” for one of a short list of uses, and only “if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire.”

A drawing can also become the client’s by the contract, through an assignment or an ownership clause. Read the contract for one. Whether a given drawing is the client’s under the statute or under the contract is for counsel to read.

What you promised. A non-disclosure agreement is a different animal. Cornell’s Legal Information Institute defines NDAs as “agreements in contract law where parties agree that certain information will remain confidential.” It says an NDA “binds a person who has signed it and prevents them from discussing any information included in the contract with anyone not authorized by the NDA.” It adds that NDAs “are commonly used to protect trade secrets, business negotiations, client information …” And it says: “Sharing information in spite of an NDA qualifies as a breach of contract and can open the breaching party up to a lawsuit.”

The two questions don’t line up. You can own a drawing and still have promised not to share what is in it. That is why you check both.

Trade secrets. Cornell’s page on trade secrets says they “can include business, financial, scientific, technical, economic, or engineering information, such as formulas, source code, manufacturing processes, customer lists, pricing information, marketing plans, or business strategies, if the information satisfies the legal requirements for trade secret protection.” A manufacturer’s installation method or a client’s process layout may be one. As our own advice, treat anything a client marked confidential as theirs until counsel says otherwise.

What micro1 publishes, and what it doesn’t

micro1’s pages don’t mention client-owned work or non-disclosure agreements. They don’t say what it does with a document a client owns. Here is what they do say, in micro1’s words.

On ownership: “Companies retain ownership of their underlying data.”

On what is licensed: its first step, “Discovery & pricing,” says “We identify licensable datasets across your business and tailor an offer based on the nature, scale, and value of your data.”

On what moves: its referral page says that if there is a fit, “the company transfers approved data.”

micro1 discusses your data and licensing terms before contracting, and data moves after that. A clean NDA list is the easiest thing to bring to that conversation.

micro1 publishes no promise to take, or refuse, a specific client’s material. Ask on the first call.

What a buyer wants is how the work was done

A buyer isn’t after your client’s design. It is after your firm’s judgment.

micro1 says: “We are looking for data that reflects how work is actually performed within an organization.” It says the most valuable datasets “capture real operational expertise, decision-making processes, and repeatable workflows.” Its October announcement adds: “Real business operations involve incomplete information, competing priorities and exceptions that require judgment.”

Here is a commercial project file, as our own example.

The owner’s architectural set came under an NDA. That stays out. But the file also holds your estimate, built from that set: the quantities you took off, the assumptions you wrote on the cover sheet, the three items you excluded and why. It holds the RFI where your foreman flagged a beam that couldn’t carry the new rooftop unit. It holds the email thread where the change order went from a first number to a settled one, with the reasons on both sides. Strip out the client’s name, the address and the drawings themselves, and what remains is a record of how a firm priced, questioned, argued and finished a job. That is the part micro1 describes. Our cornerstone page on what data buyers want from a trade business goes through the same split for four trades, file by file.

Whether your own estimate or RFI quotes too much of the client’s confidential material is still a question. An estimate that copies a proprietary spec line by line may carry the NDA with it. That is a judgment for counsel, document type by document type, not page by page.

Sorting the files into three piles

Here is our own method. It is a way to organise the work for counsel, not a legal reading.

Pile one: clearly yours. Your internal estimates and takeoff notes. Your bid-day email among your own staff. Your change order log. Your RFI log in your own words. Your daily reports, your punch lists, your post-job reviews. Your standard procedures and checklists. Your internal chat about scheduling a crew. These record how your firm worked.

Pile two: clearly theirs. The client’s drawings and specs. A manufacturer’s confidential install guide. Any deliverable the contract says belongs to the client. Any file marked confidential by the other side. Any project whose NDA covers all information about the project.

Pile three: read the contract. Your own drawings, where the contract has an ownership clause. Shop drawings built on the client’s design. Reports you wrote for the client. Email threads that quote the client’s pricing. Projects for a government body, a hospital or a school, where the contract may carry its own rules on records.

Pile two goes to the side unless the client agrees in writing. Pile three goes to counsel with the contracts attached.

Our page on project history covers what the first pile holds for a firm that has kept twenty years of jobs. The email archives page covers the threads, where pile one and pile three can sit in the same mailbox.

Reading an NDA for this purpose

You don’t need to read every NDA like a lawyer. You need to list them so a lawyer can. Here is our own checklist of what to note for each one.

What it calls confidential. Drawings only? Pricing? All information about the project? The wider the wording, the more of the file it may reach.
How long it lasts. Cornell’s page says “An NDA can continue indefinitely or can include a duration clause that stipulates an end date of the agreement.” An old project isn’t free just because it is old.
Return or destruction. Does it require you to return or destroy material when the project ends?
Sharing. Does it let you share with anyone outside your firm, and on what terms? Whether a licensee could fit that wording is for counsel.
Your own work product. Does it reach your own notes or analyses based on the client’s information? If it does, your own estimate for that project goes into pile three.

Put it in a spreadsheet: one row per NDA, one column per question. It is the most useful page you can hand counsel.

Where counsel decides

Always before you sign. And earlier, as our own advice, if any of these is true:

An NDA covers all information about a project, or reaches your own notes based on it.
A contract gives the client ownership of drawings, reports or data you produced.
A client marked documents confidential or proprietary.
You did work for a government body, a defence site, a hospital or a school.
A client’s pricing, process or layout could be read out of your own estimate.

Counsel can then tell you which piles go in and which clients to ask. A client’s written yes, in terms counsel accepts, can bring that client’s files in from pile two or three.

micro1 says that before any participation, “together we confirm” four things, among them “De-identified before sharing”: “Personal and identifying information is removed or transformed before your data is shared with third parties.” It also says some datasets “may undergo synthetic rewrites that preserve workflow structure while reducing direct ties to original records.” Whether either step answers a given NDA is not something micro1 publishes, or something we can tell you. An NDA can protect a design or a price, not only a name. That question is counsel’s.

Our page on whether licensing company records is legal lists the other rights to check: customers, staff and regulated records.

What this means for an engineering or commercial contracting firm

Here is one firm, as our own hypothetical. Say a mechanical, electrical and plumbing engineering and design-build firm with 55 people and nineteen years of project files. micro1’s referral page lists “30+ employees” among its requirements, so it is in range. Our page on companies with 30 or more staff covers that lane.

What it keeps. A folder per job. Estimates and bid tabs. Load calculations. RFI, submittal and change order logs. Commissioning reports. Nineteen years of project email.

Where the client material sits. Architects’ backgrounds in every design folder. Owners’ standards on the lab jobs. Two dozen NDAs. A handful of contracts that assign the drawings to the owner.

What it sorts. Pile one: the estimates, the bid-day threads, the RFI and change order logs, the commissioning punch lists, the internal design reviews, the standard details it wrote itself. Pile two: the architects’ backgrounds, the owners’ standards, the manufacturer’s confidential data. Pile three: its own drawings and calculations on the jobs with an assignment clause, and every job under a wide NDA.

What it still has to offer. Nineteen years of how a load calculation drove a bid. How a value-engineering round changed a chiller selection and what it cost later. How a change order for a relocated duct run was priced, argued and settled. How a failed start-up was traced to a control sequence. None of that needs the owner’s name or the architect’s drawing.

What it asks micro1. Whether it can exclude whole projects by job number. How a document that quotes a client’s spec is handled. Whether the licensing terms can list the excluded clients. How many samples it will see before prepared records are used. micro1 says “companies are given the opportunity to review representative samples before prepared data is used.”

Worth two minutes to see your range? Our estimate asks five questions.

What is never included

micro1’s own words on this are short. It says “We protect sensitive information through data anonymization and secure handling,” and that shared records are “processed according to the agreed use case and handling requirements.” It doesn’t publish a list of records it leaves out.

What follows is our own advice, not micro1’s guidance. Keep these out unless micro1 agrees otherwise in writing and your counsel is satisfied: attorney-client privileged records, health information, payment-card and financial-account details, Social Security numbers, minors’ data, biometric data, and classified or export-controlled material. On a page about client work, one more belongs on the list: anything a client owns under its contract with you, and anything an NDA keeps confidential, unless the client agrees in writing and counsel says that is enough.

Where each of those hides in a firm’s folders is on what is never included in a records licence. How micro1 strips names and details from what does go in is on how de-identification works. Our How it’s safe page gives the short version.

Where we fit

We, TrustPast, explain how this works and give you a range with our estimate. The range is ours, not an offer. You apply to micro1 yourself, through the button below. micro1 pays us a referral fee. You pay us nothing, and we never see your files, your contracts or your clients’ drawings. We give no legal advice. The NDA list is yours to build, and the reading is your counsel’s.

TrustPast

Questions and answers

Can we license records that include a client’s drawings or specifications?

Only your contracts can say. A contract can give the client the work product; an NDA can restrict sharing information a client gave you, whoever owns it. As our own advice, leave client-owned documents and NDA material out of scope unless the client agrees in writing and your counsel says that is enough. The rest of the project file, your own estimates, change order logs and notes, records how your firm did the work, which is what micro1 says it looks for.

Does micro1 publish a rule on client-owned work or NDAs?

No. micro1’s pages don’t mention client-owned work or non-disclosure agreements. What it publishes is a process: at discovery “We identify licensable datasets across your business,” at contracting “We establish clear licensing terms,” and after that “the company transfers approved data.” Raise your NDAs on the first call with its Data Partnership Manager.

If micro1 de-identifies the records, does an NDA still matter?

That is a question for counsel, not for us. micro1 says personal and identifying information “is removed or transformed before your data is shared with third parties.” An NDA is about confidential information, which can be a price, a design or a process, not only a name. Whether de-identification satisfies a given NDA depends on its wording.

Who owns a drawing we produced for a client?

It depends on who produced it and what the contract says. Under 17 U.S.C. § 201(b), for a work made for hire the employer or other person for whom it was prepared is considered the author and, unless the parties agreed otherwise in a signed writing, owns the copyright. Whether your drawings fall under that, or under an assignment in your contract, is for counsel to read.

Do NDAs last forever?

Not always. Cornell’s Legal Information Institute says “An NDA can continue indefinitely or can include a duration clause that stipulates an end date of the agreement.” Read each one for its term before you assume an old project is free to include.