Software Development Non Disclosure Agreement Template

A Software Development Non-Disclosure Agreement (NDA) is a legally binding contract between two parties engaged in the development, modification, or maintenance of a computer program. If source code, technical documentation, algorithms, or system design is to be provided to another party, these must not be disclosed to anyone else under the agreement.

This Software Development NDA template is typically used when a company shares sensitive information with development agencies or technical service providers before or during a project.

• Explicitly tied to software development activities.
• Intended for use between a company and a service provider.
• Focuses heavily on technical and intellectual property.

Why Companies need a Software Development NDA

Whenever a company outsources its software development, it inevitably exposes sensitive technical information. So, this information needs legal protection once shared.

Standard confidentiality agreements are often written in broad terms and do not address the actual software development context. They tend to overlook key development risks such as:

• who owns the code,
• whether parts of the code can be reused,
• how open-source components are handled,
• what happens to work created by contractors or vendors, and
• where cooperation can be mentioned, e.g., case studies, references to other parties' participation.

A Software Development NDA regulates such situations. It helps ensure that anything related to the technical process is properly protected and not misused outside the cooperation.

This software NDA template is best used:

• Before giving access to source code, repositories, or internal systems
• For starting software development, prototyping, or integration work
• Before sharing system designs, APIs, algorithms, or technical documentation

Information protected by a Software NDA template

The NDA template specifically protects technical and proprietary software-related information, including:

• Source code (published or unpublished)
• Algorithms, formulas, and logic structures
• Software architecture and system design
• Technical specifications and design definitions
• Flowcharts, data structures, and system diagrams
• Internal documentation and user documentation
• Software created under company supervision, even if the receiving party did not work on it directly
• Information tied directly to the software’s commercial value

Protection applies only when information is properly marked as confidential, either in writing or confirmed in writing after oral disclosure.

Companies that can use this Software NDA template

This NDA template is best suited for companies involved in software creation or technical development, namely:

• SaaS and software product companies
• IT services and software development agencies
• Companies outsourcing software development
• Businesses working with offshore or nearshore teams
• Product companies sharing technical documentation, APIs, or source code with vendors
• Enterprises engaging third-party vendors for system integration, customization, or support

This template is designed primarily for company–vendor or company–service provider relationships.

If you are working with developers or engineers as independent contractors who will create code or technical assets for you, it is better to use a contractor or employee NDA or include confidentiality terms in a contractor or services agreement.

How to write the Software NDA Sample

This sample of software non-disclosure agreement includes all of the standard provisions needed for software creation scenarios. Feel free to adapt it, whether your product is a software, mobile app, website, etc.

Parties

Name the Disclosing Party and Receiving Party. If the receiving party is a contractor or agency, use the legal entity name, not an individual, to avoid enforcement gaps.

Purpose and software definition

Be precise when naming the software and its purpose. If multiple products or future projects are involved, use the broader “all properties under supervision” option to avoid loopholes.

Type of agreement (Mutual vs Unilateral)

• Do not leave this section ambiguous, as ownership and disclosure rights depend on it.
• Choose Mutual if both parties will share code or technical information.
• Choose Unilateral if only one party owns the software and discloses information.

Confidential and proprietary information

Information must be labeled confidential. Make sure your team follows the labeling rules; unlabeled information may not be protected.

Exclusions

These exclusions protect the receiving party from overreach. Do not remove them, as they help enforceability by keeping the NDA reasonable.

Obligations of the receiving party

Use the “need to know” standard carefully. If subcontractors or collaborators are expected, ensure they sign separate NDAs before any disclosure.

Return of materials

Set a clear and realistic number of days. If digital assets are involved, consider adding language about deleting or revoking access.

Time period

Confidentiality lasts as long as the information remains confidential. This is common in software NDAs and avoids arbitrary expiration dates.

Governing law and jurisdiction

Use the state where enforcement is most practical, not just where the company is registered. Ensure this matches other development or IP agreements.

Injunctive relief

This clause allows court action to be taken quickly in the event of information leakage.

Attorney fees

This clause discourages breaches by shifting legal costs. Make sure it aligns with your company’s risk tolerance and legal strategy.