Should My App Developer Sign A Non Disclosure Agreement (NDA)?
You’ve come up with an awesome idea for an app, and you’ve reached out to a developer who seems like they can bring your idea to life.
You’re probably feeling pretty excited at this point. You might also be feeling a little concerned about how you can protect your idea during the development process.
How do you make sure your developer doesn’t steal your idea and try to pass it off on its own? Should you make a developer sign a non-disclosure agreement (or NDA)?
Read on to learn more about NDAs, the benefits they have to offer, and the information you should include if you choose to have your developer sign one.
What Is a Non-Disclosure Agreement?
A non-disclosure agreement is a type of legal document that entrepreneurs and business owners often use when working on new projects. They ask those who work on the projects to sign them to ensure that their ideas don’t get copied or leaked to their competitors.
Non-disclosure agreements are also known as confidentiality agreements, confidentiality statements, and confidentiality clauses (in this case, they’re usually included within a larger legal document).
Types of NDAs
There are three main types of NDAs that you might ask your developer to sign:
Unilateral NDAs are also known as one-way NDAs. This is the most popular type of NDA among web developers and app developers.
With a unilateral NDA, the receiving party agrees that they will treat the information that the disclosing party provides as confidential.
Mutual NDAs are usually used when the Parties to the Agreement (the people or organizations signing the document) are both sharing sensitive information and are looking into forming a relationship (a partnership, collaboration, etc.).
In the app development world, mutual NDAs are not as common. You might still choose this option, though, if you’re thinking about working with a particular developer long-term.
A multilateral NDA is used when there are three or more parties involved in transferring confidential details.
These kinds of NDAs are most common when companies are engaging in more complex business deals. This option is more efficient than creating several separate confidentiality agreements.
Should You Make a Developer Sign an App NDA?
Are you considering whether or not you want to ask your developer to sign an NDA before they start working on your app? If you’re on the fence, consider the fact that well-written app NDAs offer the following benefits:
Keep Information Confidential
The main benefit of asking your developer to sign an NDA is the fact that this contract helps to keep information about your app confidential.
Once they’ve signed an agreement and said that they won’t share details of your idea with anyone else, it’ll be easier for you to feel confident in them and their work. You’ll also be able to enjoy peace of mind knowing you’ll be less likely to be blindsided by a competitor who brings your app to market before you.
Is there still a possibility that the developer could leak your idea even after signing the NDA? Sure.
However, if that were to happen, you would then be able to take legal action against them.
Protect Your Business’s Image
Asking your developer to sign an NDA can also protect your business’s image. If you run a company and you’re planning on releasing a new app, you might not want your customers or stakeholders to know that someone else developed it for you.
It’s not that there’s anything wrong with hiring a developer, of course, but some business owners simply don’t want that information getting out as it may affect their brand. An NDA shields your business’s image and ensures that others don’t find out someone on your team didn’t create the app.
If there are any problems with the developer in the future, an NDA may also protect you from being associated with them, something that could also hurt your brand.
Ensure Legal Protection
As we mentioned above, an NDA also provides you with an added layer of legal protection. If you ask a developer to sign an NDA, that sends the message that you are serious about your app idea and are willing to go the extra mile to keep it under wraps until you’re ready to launch the app.
Indeed, it can sometimes be difficult to prove that an NDA was violated (this is why some people skip them altogether) and that information about your app idea was revealed. However, you’ll have an even harder time proving that something went awry if you don’t have an NDA at all.
Set Clear Expectations
An NDA also helps you to establish clear expectations for your developer right out of the gate.
Without an NDA that clearly lays out what kind of information is and isn’t okay to share, your developer might accidentally reveal something without realizing they’re doing anything wrong. At the very least, they’ll be able to feign ignorance since nothing was ever put in writing beforehand.
What to Include in an App NDA
As we mentioned above, the key to experiencing the benefits of an NDA is to ensure it’s well-written. Here are some of the most important factors to include in your NDA before you ask a developer to sign it:
Names and Addresses
The first thing to include in your NDA is the name and business address of your app developer. You’ll need to include the legal name and address of your company, too.
Make sure everything is spelled correctly and up to date when you’re putting the document together. This will make the process more efficient and ensure you don’t run into any problems later.
Definition of Confidential Information
Be specific about the information that you’re considering to be confidential. If your NDA is vague or so overwhelming that there’s no way the developer could have read through the whole thing, you’ll have a harder time proving your case in court should you have to take legal action.
Exclusions from Confidentiality
In addition to listing what is confidential, including what is excluded from the confidentiality as well. In this section, you can also make a note of times when the confidential information in the NDA can be disclosed (for example, if your business is involved in a legal matter).
An NDA doesn’t protect against every potential conflict between you and your developer. Sometimes, misunderstandings and breaches can happen.
To prepare for this, make sure there’s a clause in the NDA that explains which court has jurisdiction of legal action that occurs as a result of the NDA being broken. If you’re creating a one-way NDA, you typically get to decide this.
Length of Obligations
You’ll be hard-pressed to find an app developer who is willing to enter into an NDA that goes on indefinitely. When you’re drafting an NDA to have your developer sign, make sure the document includes information about how long the developer is required to keep your idea and the details of the development process confidential.
This period could range anywhere from one year to five years to 10 years. Consider how long it’ll take for the app to be completed and introduced to figure out how long you want the length of obligations to be for your app. You may want to consult your lawyer to get their opinion on this, too.
Is an NDA Right for You?
As you can see, there are definite advantages that come with having a developer sign an app NDA.
If you’re ready to experience those benefits, make sure you factor in the information listed above about what to include in your NDA. These tips will help you create a solid NDA that protects you and your idea.