Printable Software Development Non-Disclosure Agreement Templates (Word / PDF)

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A software development non-disclosure agreement is drafted when one wants to share software business trade secrets with any other party that intents to access a company’s Confidential Information. The other parties may include consultants, contractors, investors, potential licensees, etc.

It is generally an agreement between two or more parties. The agreement defines the scope of the Confidential Information to be shared. It also states that the information shared should be kept confidential. Moreover, when parties are looking to enter into a business relationship, this agreement is then customarily used. In this case, software development non disclosure agreement assists the parties to discuss at large without fear of Confidential Information.

You will surely come across something known as software source codes when you are thinking of creating or even licensing Software. These source codes are classified into two:

Proprietary
Open-source

Furthermore, this agreement defines the following;

Parties to the agreement
What exactly should be considered confidential?
Exclusions from confidentiality
Obligations of the parties
Results of breaching the contract

How do you write a software development non disclosure agreement?

Here are the steps to write this agreement;

Introductory paragraph

The owner of the Confidential Information is the ‘Disclosing part.’ The “Receiving Party” is the person or company that receives the Confidential Information. Also, add the effective date of the Agreement. You should include the proper name of the company in case either Party is a business.

Definition of confidential information

A clear definition of what is to be termed as Confidential Information should include in all non-disclosure agreements. This establishes the critical issue of the disclosure.

Exclusion from confidential information

All the types of information that are not in any way covered by the Agreement are defined here. These exclusions generally depend on state trade laws or court decisions.

Obligations of the Receiving Party

In this paragraph, after acknowledging the agreement, you should make clear what is expected of the Receiving Party. The receiving party must understand that without the Disclosing Party’s consent, they aren’t able to reveal any confidential information.

Periods

For the agreement, every NDA must have a specified period. Specify the duration the Agreement is supposed to last in this clause. For IT projects, due to the rapid change in technology, the time duration may be short compared to other projects.

Relationships

In this clause, define the nature of the relationship. This helps in disclaiming any relationships not set in the Agreement.

Severability

The provision shall be set aside in case any part of the provision is deemed invalid or enforceable by the court. On the other hand, the rest of the provision shall be interpreted to affect the intent of the parties.

Integration

Since this clause expresses the total understanding of the Agreement so it cannot be amended in any way.

Waiver

Any rights given in this Agreement shall not waive of any prior or subsequent rights.

Injunctive Relief

This clause describes that one of the parties may have right to stop the other party from doing something that is against the Agreement.

Indemnity

The recipient of information agrees to indemnify the disclosing party in case any losses, expenses may occur due to the breach of the agreement.

Attorney fees and expenses

Here, explain what is happen to the Attorney Fees and Expenses that may happen from any disputes in the agreement.

Jurisdiction

In this clause, clearly specify the state in which the applicable laws set in the Agreement are from.

Governing law

In this paragraph, includes the law that will govern the Agreement.

Successors and Assigns

This clause states any company that obtains either party.

Signatures

In the end, all parties have to affix their signatures on the agreement. You may also like Office Space Lease Agreement Templates.