Non-Disclosure Agreement for Tech Companies
NDAs that protect the roadmap and the source code.
An NDA built for tech companies — protects unreleased product details, source code, customer data, and roadmap discussions during partner and integration conversations.
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Tech companies have a lot to keep confidential — unreleased features, architectural decisions, customer data, ML model details, security implementations. Generic NDAs miss the specifics that matter; lawyer-drafted NDAs slow down the partner conversation. This template is sized for the technical conversations that actually happen.
Why tech companies need a non-disclosure agreement
- Source code and architectural decisions are usually a tech company's core IP.
- Customer data and security implementations require specific confidentiality treatment.
- Mutual structure works for partner integration conversations where both sides share sensitive info.
- Reasonable term (2 years standard) plus indefinite trade-secret protection covers the right horizon.
Common scenarios
Partner integration discussions
Mutual NDA before sharing API specifications, roadmap details, or co-development plans with a potential integration partner.
Beta access and early customers
One-way NDA covering the customer's access to unreleased features, with carve-outs for general usability feedback that you can act on publicly.
Vendor due diligence
Before sharing infrastructure details, security implementations, or compliance documentation with a potential vendor or auditor.
Clauses to pay attention to
Common questions
- How do we handle source code in NDA scope?
- Source code is almost always trade secret and should be called out explicitly in the confidential information definition. Trade-secret status means the protection is indefinite (vs. the 2-year general term) as long as the information remains genuinely secret. NDAs covering source code review or audit work often include additional restrictions on copying, transmission, and access logging.
- What about open-source contributions and dependencies?
- The NDA should explicitly carve out open-source code (it's not confidential by definition) and any code published under a license. Some NDAs go further and exclude information that's already public, available from third parties, or independently developed without reference to the disclosed information.
- How does this interact with security questionnaires?
- Mutual NDA before exchanging detailed security questionnaire responses is standard for enterprise sales. The questionnaire often contains genuinely sensitive information (specific encryption methods, third-party services, compliance gaps) that you don't want shared beyond the prospective customer.
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