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I'll be starting a "startup" that will require me to see existing code, propritary data, etc. I'm sure that most of my potential clients will not already have an NDA for me to sign so I want to be ready with one. What elements does the NDA need to have? I'd like one that doesn't require modification (or at least a lot of modification). I also have sub contractors that would be doing work. How would that affect the agreement?

  • What elements does the NDA need to have?
  • Are there any freely available that would fit?
  • How to handle sub-contractors? Do they fall under the agreement I sign?
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Could you be seeking a "Mutual" rather than "Universal" NDA? – Joseph Barisonzi Aug 26 '11 at 22:06
I've always included any confidentiality and NDA clauses in the SOW that is provided to the client. If they are large enough, and have a large software codebase, then they will almost certainly have their own NDA for you to sign. – BMitch Aug 27 '11 at 2:40

3 Answers

up vote 3 down vote accepted

An NDA is pretty basic if you just want to cover the minimum (which for any client who isn't providing their own is likely all you need anyhow). Specific circumstances might require something more, but searching online for a template and making some small edits will probably cover you.

The document needs to say:

  • What information is covered by the NDA (often something really generic such as any information provided by the client not publicly available;
  • The duration;
  • Who can be informed (where in doubt, you can't tell anyone, even your employees - so here's where you get permission to show confidential information to employees who will be bound by the same NDA).

In regard to sub-contractors, your probably best off having them sign an NDA with your company, and then another for any client who requests it. Better safe than sorry.

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up vote 2 down vote

not sure Im answering your question precisely as you've bullet pointed, or that Im qualified to do so but .. I found the following resource very useful in crafting my own NDAs, they have template ones that are very useful and are free http://www.wipo.int/sme/en/documents/disclosing_inf.htm

The larger the organisation you deal with, the more likely they'll have their own NDAs for you to sign.

Generally though, I have a rule of not sharing anything with anyone who is even slightly at risk of breaching confidentiality.

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+1 for the link which has a basic NDA, but it doesn't cover sub-contractors. I suppose modifications could be made, but i'm no legal expert. – DustinDavis Aug 26 '11 at 18:25
nps, so long as your own confidentiality agreement with a third party covers the key terms of the clients NDA with you then I'd say you're fine. Thats how we've done it, though rather than spelling everything out in legalese, we've rewritten a clients NDA in plain english for our subcontractors. – organised Aug 26 '11 at 23:09
up vote 0 down vote

I use a few standard NDA's but am always finding that I need to modify it to make sure I cover all aspects of the business deal that may transpire.

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