A non-disclosure agreement (NDA) is a confidential agreement used to protect your intellectual property. An NDA contains the definition of confidential information, types of information that cannot be disclosed and, no less importantly, types of information that are not subject to the agreement. Another essential part of NDA are the limitations on disclosure and use of the information and the outlining of time limit of parties’ obligation.
- Unilateral non-disclosure agreement – one party agrees not to disclose particular information of another party.
- Mutual non-disclosure agreement – both parties agree to not share the other’s information. Most often this agreement is used by businesses that share protected communication.
A non-disclosure agreement is used:
- When you need to share proprietary information with a third-party and don’t want it to become public.
- If you have been given access to someone’s confidential information and want to clearly define the terms of sharing this information.
The party which revealed the confidential information is duly liable and can be sued for damage done, having to pay back lost profits.
In the matter of software development, confidential information usually includes source code, development process peculiarities, project and release details, new app concepts, a list of sales contacts, etc.
Common parts of an NDA
- Timeframe – This includes the data of NDA going into effect and its duration.
- Confidential information – All of the information that is confidential should be specified in detail. The best solution would be to have an intellectual property attorney draft the NDA for you.
When outsourcing software development, make sure an NDA is included as part of the contract with an outsourcing company.
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