What Is a Non-Disclosure Agreement for Software Development?
A software development NDA is a contract used to prevent the sharing of confidential business information. Software development employers use this form to protect trade secrets or intellectual property. Employees and contractors sign an NDA to prohibit the spread of information to outside parties.
Legal Templates’s free NDA for software development template includes the necessary terms and formatting. Use our forms to protect private information shared throughout the software development process.
A confidentiality agreement can also keep individuals from disclosing restricted information.
What Information Can a Software Development NDA Protect?
You can include the following details in your software development NDA to maintain a competitive advantage.
- Client data: Keep the names and business information of clients confidential.
- Source code and algorithms: Protect your code and unique algorithms from unauthorized use or copying.
- System architecture: Ensure your software’s core structures, diagrams, and designs remain confidential.
- Prototypes and UI designs: Secure your designs to maintain a unique user experience and interface.
- Data handling: Protect data structures and methods used to process and store information.
- Testing and QA results: Keep testing methods and results confidential to prevent the exposure of software strengths or vulnerabilities.
- Business and marketing plans: Include terms to protect marketing or sales strategies.
- Documentation: Protect user guides, instructions, and business forms from being shared or replicated.
Consider a non-compete agreement to keep employees from working for or starting a competing business.
How to Write a Software Development NDA
When writing an NDA for software development, carefully consider and communicate the terms. Follow the steps below to create an effective NDA and protect your software development processes.
1. Define Protected Industry Information
Begin by defining the parameters of the protected data. Select whether the agreement covers all shared information, items marked as confidential, or specific details. Protect data throughout all stages of software development, including planning, design, development, testing, and deployment.
2. List Code Handling and Security Measures
Once you’ve defined the protected data, include security regulations. Many software development companies prohibit the use of personal devices, external drives, or unsecured networks. The NDA may also refer to terms in an employee handbook or independent contractor agreement.
3. Set the Timeframe
Note when the NDA will take effect, how long it will last, and what will happen after its end date. Generally, the agreement becomes effective upon signing. Also, provide how long the terms of the NDA will remain in effect. You can set the agreement to end on a specific date, after a specified period, or when the parties cease to work together.
The disclosing party should also note whether the information is to remain confidential after the agreement’s end date. Include indefinite or defined timelines for maintaining confidentiality, even after the agreement expires.
4. Identify the Parties Involved
A software development business may use non-disclosures for a variety of internal and external parties. Identify any managers, consultants, freelancers, coders, or internal employees entering into the agreement. Name the disclosing party and the individual or organization accessing the confidential information.
5. Note the Governing Law
Identify which state laws will govern any disputes or breaches of the NDA. Generally, this is the primary state in which the disclosing party operates. In this section, describe the potential consequences for individuals who fail to follow the contract. For software development NDAs, consequences may include fines, employee termination, or cease-and-desist orders.
6. Collect the Necessary Signatures
Once each party has reviewed and agreed to the terms of the NDA, all parties must sign and date the contract. Generally, in a software development NDA, all individuals who have access to confidential information must sign. This includes investors, stakeholders, and quality assurance specialists.
Sample Software Development NDA Template
Legal Templates’s free software development NDA template allows you to customize your terms and safeguard your information. Use our downloadable form, available in PDF and Word format.
