NDA for Outsourced Software Developers (Template? & Watch out for)

Discussions
#1

Hi,

I’m on my way to hiring my first software developer. I feel as though I’ve been pretty generous with the information I’ve provided but it might be time to set up an NDA as we finalize milestones.

  1. Does anyone have a template they can share?

  2. Do you have tips or things to watch out for concerning this stage?

I already shared mockups with this person, but I haven’t officially hired them yet either. So once they present milestones then I think I’ll be ready. And would ask them to sign.

Thoughts? I appreciate the help! This forums been a great resource so far.

#2

Why do you care?

Suppose this developer discloses something. E.g. on a developers forum he will say “for this dude I did this script this way”. How is it going to hurt you, realistically?

These other developers will rush to implement the same product? Nope, the know nothing about products, and even if they do, they’ll fail at marketing.

You competitors would learn about your idea? Maybe, but likely they are not on that forum, and eventually they will learn about it anyway.

Also, suppose your developer in India or even in Argentina signed the NDA, but then stole all your sources and materials and put them into open source. What are you going to do? Sue him? In India court? That is going to cost you, and for what? For an idea that is not even implemented yet, i.e. has next to zero worth? Your best course of action would be to cut losses and find an another developer.

So, unless your idea is truly groundbreaking and time-sensitive, I wouldn’t bother.

And if you do bother, then you should also consider a non-compete agreement, because NDA and non-compete are two different things.

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#3

Please check this one https://www.lawbite.co.uk/legal-and-business-documents/14/confidentiality_agreement_one_way

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#4

My thinking on NDAs is moving in the direction of @rfctr. I did sign one last year after we modified it to limit what I couldn’t disclose.

Here’s a blog post on the topic.

Why I Won’t Sign Your NDA

Cheers.

#5

I don’t think you need a separate NDA if you have proper work/project contract with your developer.

As a consultant, I have two clauses in my standard contract to cover copyright/ownership and non-disclosure (poorly translated from Norwegian legal-speak):

X = Client; Y = Contractor/Contracting Company; Z = Project/Contract/Engagment;

“Rights to the Results”

X has full ownership of and copyrights on all results/“artifacts” produced during Z.
Y can not without written permission from X exploit or use the results/“artifacts” of Z.
Y still retains the right to use any knowledge and competence aquired during Z for business purposes.

“Non-Disclouse Duty”

Y and Ys employees are bound by “non-disclosure duty” with regard to Xs business relations and any other information X considers sensitive to their business.

I also have clauses covering (limited) liabilty on my side, force majeure and disputes.

If you want the contract to be enforceable (in theory), it should include details about which jurisdiction/court should be used if a dispute can not be negotioated/settled betwen the parties. You may also want to include details on how disputes should be attempted settled/negotiated before taking it to court.

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#6

Hey thanks @rfctr - I was definitely thinking more about a non-compete. Although things are going quite well and I hope this relationship continues further with them.