What is an NDA for Software Development?
A Non-Disclosure Agreement (NDA) for software development is a legal contract that protects confidential information shared between a client and a developer. It ensures that sensitive details about your software idea, business model, user data, or proprietary technology remain private.
In software development, NDAs typically cover:
- •Product concepts and feature specifications
- •Business models and revenue strategies
- •Source code and technical architecture
- •User data and customer information
- •Market research and competitive analysis
When Do You Need an NDA?
Not every software project requires an NDA, but you should strongly consider one in these situations:
You Have a Novel Idea
If your software concept is unique or unproven in the market, an NDA protects it from being copied or shared with competitors before you launch.
You Are Sharing Proprietary Data
If the developer needs access to customer data, financial information, or trade secrets to build your software, an NDA is essential.
You Are Working with a New Developer
When working with a developer for the first time, an NDA establishes trust and sets clear expectations about confidentiality.
Investors or Partners Require It
Some investors or business partners may require proof that your development team is under NDA before they will invest or collaborate.
What Should an NDA Include?
A solid NDA for software development should include these key elements:
1. Definition of Confidential Information
Clearly define what information is considered confidential. This should be specific enough to protect your interests but not so broad that it becomes unenforceable.
2. Obligations of the Receiving Party
Specify what the developer can and cannot do with your information. This typically includes not sharing it with third parties and only using it for the agreed-upon purpose.
3. Duration of the Agreement
Most software NDAs last 1-3 years. Some information (like trade secrets) may be protected indefinitely.
4. Exceptions to Confidentiality
Standard exceptions include information that is publicly available, independently developed, or required to be disclosed by law.
5. Consequences of Breach
Outline what happens if the NDA is violated, including potential legal remedies and damages.
6. Governing Law
Specify which jurisdiction's laws govern the agreement and where disputes will be resolved.
Mutual vs Unilateral NDAs
Unilateral NDA
One party (you) shares confidential information with another party (the developer). The developer is bound by confidentiality, but you are not.
Best for: Most client-developer relationships where only the client shares sensitive information.
Mutual NDA
Both parties share confidential information and both are bound by confidentiality obligations.
Best for: Partnerships where both sides share proprietary information or technical details.
For most software development projects, a unilateral NDA is sufficient. The instant NDA tool generates a unilateral agreement designed specifically for initial consultations.
Common Mistakes to Avoid
×Making It Too Broad
Overly broad NDAs that try to protect everything can be unenforceable. Be specific about what information needs protection.
×Restricting General Industry Knowledge
Do not prevent developers from working in your industry or using general skills they learned. Focus on protecting specific proprietary information, not broad categories of work.
×Waiting Too Long to Get One
Get the NDA signed before sharing any sensitive details. Once information is disclosed without protection, you cannot retroactively protect it.
×Not Having a Backup NDA for Contracts
Your initial NDA should be replaced with a more detailed confidentiality clause in the main development contract. Use the initial NDA for consultations, then upgrade to a comprehensive agreement.
How to Get an NDA Quickly
You have several options for obtaining an NDA:
Option 1: Use an Instant NDA Tool (Fastest)
Generate a pre-signed NDA in minutes. This is ideal for initial consultations and discovery calls where you need quick protection before sharing your idea.
Generate Instant NDA →Option 2: Use a Template (Moderate Speed)
Download a template from legal websites like LegalZoom or Rocket Lawyer. Customize it for your specific needs. Cost: $50-200. Time: 1-3 days.
Option 3: Hire a Lawyer (Most Thorough)
Have an attorney draft a custom NDA for your specific situation. Cost: $500-2,000+. Time: 1-2 weeks. Best for complex projects or high-risk situations.
Need an NDA Right Now?
Generate a pre-signed NDA in less than 2 minutes. No lawyers, no waiting. Just fill in your details and download.
Get Your Instant NDA →Why Developers Should Welcome NDAs
Professional developers understand that NDAs are a normal part of business. A developer who refuses to sign an NDA may not be taking your project seriously—or may not be trustworthy with confidential information.
That said, developers should not be expected to sign overly restrictive NDAs that prevent them from working in an entire industry or using general technical knowledge. A fair NDA protects your specific idea without unreasonably limiting the developer's future work.
At HashBuilds, I sign NDAs as standard practice. Generate an instant NDA and I will have it signed before our first call.