A website design non-disclosure agreement is a legal document that allows a web designer and a client or company to establish their commitment to maintaining confidentiality. This agreement is essential to the web design process, as it permits both parties to share sensitive information, such as business models and unique selling propositions, without unauthorized disclosure.
The NDA outlines the specific terms under which the parties share confidential information necessary to a web design project’s progression, ensuring each party understands its obligations. It defines the confidential information, explains how the parties should handle it, and states the repercussions for misuse.
When to Use a Website Design NDA
- For projects with unique web design concepts
- For projects involving confidential branding or design systems
- For website designers, subcontractors, or third-party agencies that might have access to sensitive client information
- When ensuring alignment on project vision and brand integrity
- When promoting open discussions about web design goals and challenges
What Confidential Information Can a Website Design NDA Protect?
Here are some examples of confidential information a website design NDA can protect:
- Design Processes: Procedures, methodologies, proprietary information, and data related to the development, design, planning, testing, and deployment of websites.
- Website Architecture: Schematics, designs, and documentation detailing the website’s interfaces, components, or structures.
- Design Assets and Documentation: Design files, annotations, development notes, and supporting documentation for website projects.
- Design Frameworks and Libraries: Information about specific design frameworks, tools, libraries, and platforms used in web design.
- Security Practices: Vulnerability assessments, access control methods, encryption techniques, and security practices that ensure website integrity.
- Project Management Information: Details about project timelines, resource allocations, milestones, and project management strategies.
- Intellectual Property: Trademarks, copyrights, patents, and applications for intellectual property related to web design, including logos, design elements, and brand assets.
- Content Management Systems (CMSes) and User Interface (UI) Libraries: Proprietary CMS and UI libraries developed by the disclosing party for use in its websites.
- Beta Versions and Testing Data: Pre-release versions, test cases, testing environments, bug reports, and user feedback associated with website testing.
- Integration Methods: Information on how websites integrate with other software systems, platforms, or external services.
Software Development NDA
If you also need to protect proprietary information during software development, use a software development NDA.
How to Write a Website Design NDA
Step 1 – Write the date of the agreement and the parties’ names and entity types (individual, partnership, limited liability company, etc.).
Step 2 – Define the confidential information, explaining whether it will be all information the disclosing party shares or specific information defined in the NDA.
Step 3 – State any exclusions from confidential information.
Step 4 – Explain the receiving party’s obligations to maintain confidentiality, including the duration for which they must maintain confidentiality. Ensure that the duration of confidentiality is reasonable (typically one to three years) so that it’s enforceable in court.
Step 5 – Outline the legal remedies in case of a breach or violation.
Step 6 – Provide contact information for both parties. This allows one party to contact the other if it needs to distribute a notice under the agreement.
Step 7 – State the conditions under which the NDA will terminate.
Step 8 – Enter the governing state.
Step 9 – Obtain the signatures of the disclosing and receiving parties.
Website Design NDA Sample
Download a website design non-disclosure agreement template in PDF or Word format below:
Frequently Asked Questions
What Happens If a Website Designer Breaches an NDA?
The client may be able to pursue legal action, which may include enforcing penalties, seeking damages, or obtaining an injunction to prevent further disclosure.
All web design NDAs should outline specific consequences to discourage violations and protect the client’s sensitive information.
Can the Client and the Web Designer Share Confidential Information Under an NDA?
Yes. Both parties can share confidential information under this agreement. A web design NDA can ensure that the client’s business strategies and the designer’s unique techniques remain protected from misuse.
What Exceptions Exist for Confidential Information in a Web Design NDA?
Common exceptions include information that’s publicly available, already known to the receiving party before entering the NDA, or independently developed without the use of confidential information.
Should I Use a Separate Web Design NDA?
While a web design or web development contract may include NDA clauses, these clauses may not be sufficient or comprehensive enough to protect valuable business information. Ensure the confidentiality of proprietary information related to the web design or development process with a distinct NDA.