NDA example · Software development

NDA Example for Software Contractors and Agencies

A 5-page one-way NDA for a software contractor: access granted, source code and customer data, security and AI tool rules, offboarding and deletion.

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At a glance

This NDA in numbers

About this example

This example is a one-way non-disclosure agreement a fintech startup asks a development studio to sign before it starts building a payments module. Beyond the usual definition of confidential information, it is written for software work: it lists the systems the contractor will access and when access is removed, and treats source code as a trade secret that stays protected for as long as it remains one.

Contractor NDAs fail in practice, not on paper, so this one sets working rules. The contractor never sees real customer data, works only in Company accounts with multi-factor sign-in, and may not paste code into AI tools that keep or train on what they are given. Only named team members get access, incidents are reported within 24 hours, and a four-step offboarding ends with deleted copies and a signed certificate.

Who it is for

Software companies, startups and product teams that bring in freelance developers or development agencies and give them access to code.

Inside and how to use it

What this example contains, and how to make it yours

What's inside

  • A summary of the engagement and the systems the contractor can access
  • What is confidential, including source code and work product
  • A rule against access to real customer data
  • Security rules for accounts, devices, people and AI tools
  • Offboarding steps and a deletion certificate
  • Term, remedies, no license and signatures

How to adapt it

  • List each system, the access level and when it is removed
  • Keep contractors on test data, never real customer data
  • Say which AI tools may see your code
  • End with deleted copies and a signed certificate

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