Free Template
NDA Template for Software Projects
A mutual NDA short enough that both sides will actually sign it.
Most NDA friction comes from length and one-sidedness. This is mutual, plain, and covers what a software engagement genuinely needs.
The template
Replace anything in square brackets. Read the clause notes underneath before sending it — the term and the exclusions are the two people most often get wrong.
Before you use this: This is a starting point, not legal advice. We are engineers, not lawyers. Have your own counsel review anything you intend to sign, particularly the governing-law and term clauses, which vary meaningfully by jurisdiction.
MUTUAL NON-DISCLOSURE AGREEMENT
This Agreement is made on [DATE] between:
(1) [PARTY A LEGAL NAME], of [ADDRESS] ("Party A"); and
(2) [PARTY B LEGAL NAME], of [ADDRESS] ("Party B"),
each a "Party" and together the "Parties".
1. PURPOSE
The Parties wish to explore a potential or ongoing software development
engagement (the "Purpose") and may each disclose confidential information to
the other for that Purpose.
2. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by one
Party (the "Discloser") to the other (the "Recipient"), in any form, that is
identified as confidential or that a reasonable person would understand to be
confidential. It includes without limitation: product plans and roadmaps,
source code, architecture and technical designs, database schemas, credentials,
customer and user data, pricing, commercial terms, and business strategy.
3. EXCLUSIONS
Confidential Information does not include information that: (a) is or becomes
public through no breach of this Agreement; (b) the Recipient already held
without a duty of confidence; (c) the Recipient receives from a third party
free to disclose it; or (d) the Recipient independently develops without
reference to the Discloser's Confidential Information.
4. OBLIGATIONS
The Recipient shall: (a) use Confidential Information solely for the Purpose;
(b) not disclose it to any third party except to employees, contractors, and
professional advisers who need it for the Purpose and who are bound by
confidentiality obligations no less protective than these; and (c) protect it
using at least the care it applies to its own confidential information, and in
no event less than reasonable care.
5. COMPELLED DISCLOSURE
If required by law or a competent authority to disclose Confidential
Information, the Recipient may do so, provided it gives the Discloser prompt
written notice where lawful, so the Discloser may seek protective measures.
6. NO LICENCE, NO IP TRANSFER
Nothing in this Agreement transfers any intellectual property or grants any
licence. Ownership of work product created during any engagement shall be
addressed in a separate agreement.
7. TERM
This Agreement takes effect on the date above and continues for [2] years.
Confidentiality obligations survive for [3] years from the date of disclosure,
or for as long as the information remains a trade secret, whichever is longer.
8. RETURN OR DESTRUCTION
On written request, the Recipient shall promptly return or destroy Confidential
Information in its possession, and confirm in writing that it has done so,
except for copies retained in routine backups or as required by law, which
remain subject to this Agreement.
9. NO OBLIGATION TO PROCEED
Nothing here obliges either Party to enter into any further agreement or
transaction.
10. REMEDIES
The Parties agree that damages alone may be an inadequate remedy for breach,
and that injunctive relief may be sought in addition to any other remedy.
11. GOVERNING LAW
This Agreement is governed by the laws of [JURISDICTION], and the courts of
[JURISDICTION] shall have exclusive jurisdiction.
Signed:
Party A: ______________________ Name: ____________ Date: __________
Party B: ______________________ Name: ____________ Date: __________Quick Answer
Updated August 22, 2026
Do I need an NDA before discussing a software project?
For most conversations, a short mutual NDA is reasonable and costs nothing to put in place — any competent agency will sign one before technical detail is shared. What it protects is your product specifics, architecture, data, and roadmap, not the general idea, because ideas are rarely the defensible part. The clauses that actually matter are the definition of confidential information, the exclusions, the term, and what happens to materials at the end. Note that an NDA is not the same as IP assignment: the NDA stops disclosure, while assignment decides who owns what gets built, and you need both.
Type
Mutual, two-way
Typical term
2 – 3 years
Not a substitute for
IP assignment
Best for
- First conversations with an agency or contractor
- Sharing a codebase, architecture, or customer data
- Any discussion where roadmap detail is exchanged
Not best for
- Protecting an idea alone — ideas are rarely the defensible part
- Substituting for an IP assignment clause
- Situations needing jurisdiction-specific drafting by counsel
FAQ
Questions about this tool
Should an NDA be mutual or one-way?
Mutual, in almost every software engagement. Both sides end up sharing something — you share your product and data, the supplier shares their methods, rates, and sometimes other client context. A one-way NDA is slower to negotiate and signals a relationship that is not symmetric.
Does an NDA protect my idea?
Partly, but ideas are rarely the defensible part of a software business. What an NDA usefully protects is the specifics — your data, architecture, customer list, pricing, and roadmap. Execution and distribution are what actually create the moat.
What is the difference between an NDA and IP assignment?
An NDA stops the other side disclosing what you told them. IP assignment decides who owns what gets built. They are different documents solving different problems, and you need both — assignment signed before any technical work begins, not at handover.
How long should the term be?
Two to three years is standard for commercial information, and it is common for the confidentiality obligation to survive longer than the agreement itself. Perpetual terms are sometimes requested and are often unenforceable depending on jurisdiction, which is one reason to have counsel look at it.
Will an agency sign our NDA instead of theirs?
Any reasonable one will, ours included. Refusing to sign a standard mutual NDA before a technical conversation is a signal worth paying attention to.
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