Best Practices How to Write an NDA with External Developers

Best Practices How to Write an NDA with External Developers

A non-disclosure agreement is also known as NDA or a confidentiality agreement is an important part of every business relationship. It ensures that two or more parties who have no other contractual obligations will protect confidential information that passes between them. In other words, it's essential at the outset of a deal if you're trying to protect yourself and your business ideas. What are the situations that require you to sign an NDA? In case you

  • hire an employee that will be involved in internal processes
  • work as a broker who wants to keep insider information private
  • include the third party into business operations
  • share your business ideas and company operations with an offshore vendor

When it comes to software development, it is a common legal practice to sign NDA when you are working on a web platform, mobile app, etc. It is done to

  • keep the project secret before launch
  • protect any sensitive information
  • secure your financial, marketing, or other internal strategies

Once a software ndas is signed, it becomes illegal for anyone to expose any information that is related to the project. Whether it is source code, documentation, inventions, or research results. So, let’s proceed to the article to discover what a non-disclosure agreement for software development is.

Importance of Signing Software NDAs

One of the foundations of a full-fledged business partnership is signing a mutual agreement and any company owner or startup founder can’t neglect such an important process.

Software ndas best practices set the basics by

  • defining what confidential information is
  • ensuring the sides understand the importance and confidentiality of shared information
  • establishing terms on how that confidential information should be protected

If you want to outsource your project and hire a remote team a Non-Disclosure Agreement makes even more sense, so it’s important to discover how to write an nda with external developers. Here are some cases of what it can protect:

  • Patent rights
  • Сlients’ list
  • Business strategy
  • Internal processes
  • Any financial information (income, expenses, etc.)


If you are looking for ways to improve the sales processes, here is an example of creating an enterprise system.

Benefits of Signing Software NDAs

Smooth Communication

One of the benefits of software ndas is that it simplifies communication between all sides. Also, it is a useful tool for clarifying the expectations of the parties from the very beginning.

Data Security

Another reason to sign an NDA is to provide complete security for the data you share with the vendor after giving him a job. Don’t forget that it also protects trade secrets which can include anything from customer lists to financial reports.

Your Company’s Name is Protected

In case you don’t want to disclose the fact that somebody else helped you to develop your product. Or if you are a promising startup seeking investors, you can easily create an NDA that requires your vendor not to mention your name anywhere.

So, how to write software ndas? Let’s move forward to discover more!

How to Write a Non-Disclosure Agreement for External Developers

Software non-disclosure agreement rules can take various forms: definite and indefinite. The first one obliges the other party for a fixed period, the other one binds a person forever. That means, the signer cannot disclose confidential information even after the contract has ended.

Most importantly in the creation of software non-disclosure agreement is to define answers to the next questions:

  • What needs to be protected?
  • How should it be protected?
  • What are the timeframes of the protection?

Usually, best practices of software ndas include the following parts and steps:

Define what your NDA covers

Normally, all the parties agree about the scope of confidential information.

Parties to the Agreement

Let’s start with the fact that you need to sign an NDA whether you are working with a vendor or with your in-house programmer.

In terms of software development, it is better to sign an NDA with those who are included in the delivery process (have access to the source code, mind maps, product features, etc). These may include engineers, the QA team, designers, project managers, and so on.


The time frame indicates when the information is no longer protected by the law.


Every party signing an NDA must follow previously discussed obligations. Usually, they are concerned to keep the confidentiality of the information and restrict its use. Restrictions also include:

  • sharing the confidential information with the external person
  • using the information only for the purposes listed in the agreement
  • not sharing it with those who can this information to serve the purposes not listed in the agreement


Breaking an agreement by any party has consequences that are discussed and outlined in the document. Usually, the implications mean financial compensation (set by the contract). Also, there is a possible alternative to conflict resolution. For example, negotiation to resolve the dispute by two parties themselves. Or mediation that includes a neutral person who helps find a solution.

Consider Inoxoft as Your Trusted Partner

With a legacy of many years in software development, we established trustworthy relationships with our business partners as one of our main priorities. Each document is taken into account and in addition to signing an NDA with our clients, we do the same with every IT expert and other team member related to the project. So, don’t worry, your data is protected with us!

To Conclude

Non-disclosure agreement in software development is an essential part of business relationships. It helps to maintain your trade secrets and secure your ideas safely. Here at Inoxoft, we offer services to companies that are looking for a dedicated coding team with expertise in a variety of technologies. Contact us, so our web and cloud software developers and business analysts provide you with all the insights about the implementation of your business idea and our potential cooperation.

Published by Nazar Kvartalnyi

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