A software NDA is a confidentiality agreement where both parties agree to keep shared information private. Use this software nda template to cover business processes, customer information, and finances while you work with developers and other third parties on your software. Answer a few questions, then print and sign the finished document.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current law. If you notice an error or outdated information, please contact us.
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A software NDA, short for non-disclosure agreement, is a written promise between two sides to keep app details private. One side gives out information. The other side agrees to keep it private. The agreement lists what counts as private and how long the promise lasts.
In practice, the process has three parts. First, you describe the information you plan to show. Next, the other party reads the terms and agrees to them. Then you can talk openly about the development work, knowing that both parties have the same understanding of what stays private.
Software is not a physical object or product, but it can be very valuable to businesses. It can help businesses run more efficiently or be a product for sale for consumers. There is a lot of money in software development and you want to protect it. A non-disclosure agreement for software will protect your software at any stage of development.
Software development can take many stages and developments. A software developer may have to work with different people and third parties to ensure that it’s made correctly and ready to launch. An NDA for software development will keep any trade secrets protected while working with others.
Even mobile app development can be a long process that involves working with other teams and developers. Having a confidentiality agreement will help protect sensitive information that developers are relying on to stay confidential. Some of this information will become public at some point, like the existence of the software, while others, like finances, may never become public.
An NDA for software or mobile app development should also be used for people working on the software. Software development can have many people working on it and you want to protect trade secrets with everyone who has that knowledge. Having employees and other people working on the software sign software NDAs ensures that they will not use this information to make profits for themselves or other companies.
Software developers are working with trade secrets. The term trade secrets can be broadly defined and cover many aspects of running a business. In short, it covers any valuable commercial information that gives a business an advantage over its competition. Software NDAs protect trade secrets from being made known to the public.
Trade secrets in software can cover the main idea that the software is developing or the marketing plan and launch of the software. These are important aspects of software development and can determine how successful the software is. Having a confidentiality agreement will ensure that information is protected.
A software NDA can cover many kinds of information. Common examples include:
Stolen software is a concern for many businesses and software developers. Using a software NDA will limit how many people are aware of the software being developed, lessening the risk of it being stolen. An NDA will prevent people from going to others with your software information and using it for profit.
Having one will also establish what information was known before the confidential agreement was signed and what happens if there is a breach in contract. Without an agreement in place, establishing both of these facts will be difficult and can cost a lot of time and money. Establishing definitions and boundaries will make it easier to determine if a breach happened and what the consequences will be.
Though it may seem like having third parties sign an NDA for software development makes you seem like you don’t trust them, having one will protect everyone involved. It clarifies what information was known before the agreement was signed, and what will happen in the event of a breach of contract.
Bring up the NDA early, before you show anything beyond a general idea of your project. Asking at the start keeps the conversation simple and shows the other person that you take the work seriously. Each person who will see confidential details can receive their own copy. Typical recipients include:
If both parties will exchange secrets, a mutual NDA covers everyone. If only you will give out details, a one-way NDA keeps the document short and simple.
NDAs come in a few shapes, and the right one depends on who will be giving out information. Compare the three common types below before you build your document, and put the arrangement in writing before the development work begins.
| Type | Who gives out information | Example use |
|---|---|---|
| One-way NDA | One party only | A founder shows a plan to a freelance developer |
| Mutual NDA | Both parties | Two companies build a product together |
| Multilateral NDA | Three or more parties | Partners, vendors and testers work on the same app |
Many projects start with a one-way NDA and move to a mutual NDA once the other side begins to add ideas of its own.
An NDA template will include the basics of what information to include in a software NDA. Getting the format and structure will help this legally binding document stand up in court if it is ever challenged.
A non-disclosure agreement starts with the parties in the agreement. This will typically include the disclosing and receiving parties, where the disclosing party is the one revealing information and the receiving party is learning about new information. The NDA should cover if the recipients can reveal information to others in certain settings.
A confidentiality agreement will also name what information is to stay confidential. The software NDA template can include what the software will do, the finances, and customer information. Other trade secrets and confidential information can be included as well.
The scope and obligations of confidentiality are also included. This establishes that the information must be kept confidential and that the recipients of the information cannot use the information themselves for profit.
Restrictions to confidentiality are also included, covering information that is already known or disclosed not by the disclosing party. These restrictions will also help define what the receiving party was aware of before meeting with the disclosing party.
A software NDA will also cover what will happen in the event of a breach in contract. This can cover mediation, negotiation, or arbitration. A breach of the contract can also result in financial compensation and legal action.
Once the agreement is signed and dated it is legally enforceable. Non-disclosure agreements can be enforceable until a specified date or until certain conditions have passed.
Before you finalize the NDA, read your draft against this checklist:
Anna Baker runs a small company called Baker Apps. She hires a freelance developer, Ben Carter, to build a mobile app for booking dog walks. Before she shows him her designs and customer list, the two complete a non-disclosure agreement. The table shows how the main details of that NDA might look.
| Part of the NDA | Example entry |
|---|---|
| Disclosing party | Legal name: Anna Baker, Baker Apps, 123 Main Street, Springfield |
| Receiving party | Legal name: Ben Carter, 45 Oak Avenue, Springfield |
| Development work | A mobile app for booking dog walks |
| Confidential information | App designs, source code and the customer list |
| Not confidential | Coding tools Ben already used before the work began |
| Length | The end date Anna and Ben choose, written in the agreement |
| Signatures | Anna and Ben each sign and date the document |
Anna keeps a signed PDF with the project files, and Ben keeps his own copy. Both of them can look back at the same document if a question comes up during development.
An NDA works best alongside everyday habits that keep files and ideas under control. Simple steps during development reduce the chance that private information leaves the group of people who need it:
Source code, designs and other intellectual property are the items most worth listing by name in your NDA. Use the steps above to keep them secure and to safeguard each file day to day.
Our online builder turns your answers into a finished non-disclosure agreement in minutes. A little preparation makes the questions quick to answer, so gather the details below before you start and keep them nearby while you work.
A signed NDA works best when both parties know what it covers. These habits keep the paperwork clear and make it easy to look back at what was agreed while your app development moves ahead:
If the other side sends you their own NDA, read the whole text before you sign. A tool such as Chat with PDF lets you ask questions about a long document.
Many people feel awkward asking for a non-disclosure agreement, yet a friendly and direct request usually goes well. Most developers and partners have seen an NDA before, and a clear request shows that you care about the project and respect their time.
Most problems with a non-disclosure agreement come from small gaps in the paperwork, not from the big ideas. Watch for these common slips before you hand over any development files:
A software NDA is a non-disclosure agreement for a software or app project. It names the information that stays private and the people who agree to keep it private, so both parties know what is covered.
Yes. You describe your own app and the information you plan to show, so the same document works for a mobile app, a website or a software product.
In a one-way NDA only one side gives out private information. In a mutual NDA both sides do, and both agree to keep the other side's details private. A multilateral NDA covers three or more parties.
Common examples are:
Name the items you care about most so both parties know what the NDA covers.
You choose the length when you build the document. Pick an end date or a condition that fits your development timeline.
Select Create My Document at the top of the page and answer a few questions about the parties and the app. The builder turns your answers into a document you can print and save.
Save a PDF of the signed copy next to your project files and keep a printed copy as a backup. Both parties can then find the document whenever the project comes up.
General information, not legal or tax advice.
