Real-world examples of non-disclosure agreements for software developers

Examples of NDAs software developers actually sign in 2025

Most articles talk about theory. Let’s start with real examples of non-disclosure agreements for software developers you’re likely to see in the wild. These aren’t numbered templates; they’re scenarios pulled from how developers actually work today.

Example of a short-form NDA for a freelance developer

A startup wants to show you their product roadmap and some early prototype code before hiring you. They send a two-page NDA. The best examples in this category are:

• Mutual: Both you and the startup promise not to leak each other’s confidential information. Your own frameworks, scripts, and tooling are protected too.
• Narrowly defined: “Confidential Information” is limited to what’s marked confidential or obviously sensitive (business plans, source code, user data), not “anything we ever say to you.”
• Time-limited: Confidentiality lasts, say, 2–3 years, not forever.

A short-form NDA like this works well for early discovery calls, code reviews, or one-off consultations. It’s one of the most common examples of non-disclosure agreements for software developers working as independent contractors.

Key clauses developers watch here:

• Portfolio rights: A sentence allowing you to list the client’s name and a high-level description of the project in your portfolio, without disclosing technical details.
• Residual knowledge: Language confirming you can use general skills and know-how you gain from the project in future work.

Example of a strict NDA for enterprise SaaS development

Now picture a Fortune 500 company hiring you to build an internal tool that touches customer data and proprietary pricing algorithms. Their NDA is longer, more aggressive, and often bundled inside a master services agreement.

These examples of non-disclosure agreements for software developers usually:

• Define confidential information very broadly: “all non-public information disclosed, whether oral, written, or electronic.”
• Include data security obligations: secure storage, encryption, limited access, incident reporting timelines.
• Ban using client data for training AI models or third-party tools without written consent—this has become standard language post-2023 as companies respond to AI privacy concerns and changing regulatory expectations.

You’ll also see:

• Injunctive relief: The client can go to court to stop a breach immediately.
• Audit rights: The company may reserve the right to verify your security practices.

If you’re unsure about data-handling expectations, it’s smart to compare the NDA and the main contract with public guidance from regulators. For example, the U.S. Federal Trade Commission (FTC) publishes guidance on data security expectations for businesses and vendors: https://www.ftc.gov/business-guidance.

Example of an NDA for open-source plus proprietary work

Many developers live in two worlds: open-source by night, proprietary systems by day. Good examples of non-disclosure agreements for software developers in this situation:

• Carve out open-source contributions: The NDA should clearly say that your pre-existing open-source projects and future contributions (under standard licenses like MIT, Apache 2.0, GPL) are not confidential.
• Define “background IP” vs. “project IP”: Your existing libraries, frameworks, and tools remain yours. Only project-specific code, configurations, or integrations may be covered.

For instance, imagine you maintain an open-source logging library. A client hires you to integrate it into their internal platform and extend it with client-specific features. The NDA should:

• Protect the client’s architecture diagrams, logs, and configuration.
• Avoid claiming confidentiality over the original open-source repo that’s already public.

This is where the best examples of NDAs show careful drafting instead of copy-paste boilerplate. When in doubt, ask for language that clearly lists what the client doesn’t own or control.

Example of an NDA for healthcare or fintech software

If you write code that touches patient records, insurance data, or banking information, the NDA usually sits next to a data protection addendum or a Business Associate Agreement (BAA) in the U.S. healthcare context.

In these examples of non-disclosure agreements for software developers:

• Confidential information includes personally identifiable information (PII) and often protected health information (PHI) under U.S. law.
• There are strict rules on where data can be stored, who can access it, and how breaches are reported.

To understand the sensitivity of this data, it’s worth reviewing public resources from the U.S. Department of Health & Human Services (HHS) on HIPAA and PHI: https://www.hhs.gov/hipaa/index.html.

For fintech, NDAs often align with broader financial privacy laws and security expectations. The language may:

• Reference PCI-DSS (for payment card data) or other industry standards.
• Prohibit storing production data on personal devices, even temporarily.

If you’re a freelance developer, don’t just skim these. The liability and notification obligations in these NDAs directly affect your risk exposure and insurance needs.

Example of an NDA for remote and offshore development teams

Remote-first is the norm now, and many teams are distributed across multiple countries. Modern examples of non-disclosure agreements for software developers in this setup tend to:

• Specify where data can be accessed from (e.g., only from approved countries or through a VPN).
• Address cross-border data transfers, especially for EU–US or UK–US flows.
• Require secure development practices for remote workstations.

A typical scenario: a U.S. startup hires a team in Eastern Europe via an agency. The NDA might:

• Require that only named developers can access specific repositories.
• Forbid copying production data to local machines.
• Mandate the use of company-managed laptops or specific security tools.

These examples include not just confidentiality language, but also operational security rules. If you sign something like this, make sure your actual day-to-day workflow (home Wi‑Fi, personal laptop, cloud IDE) fits within what you’re agreeing to.

Example of an NDA for technical interviews and code reviews

Another overlooked category is NDAs tied to interviews or take-home assignments. Companies use these to protect:

• Internal system designs discussed in system design interviews.
• Proprietary code or test harnesses used in take-home projects.

Good examples of non-disclosure agreements for software developers in this context are usually short and focused on:

• Not reusing interview code commercially.
• Not posting the assignment or solution publicly (e.g., on GitHub or forums).

As a candidate, you’ll want to check:

• That you retain ownership of your general coding patterns and techniques.
• That the company doesn’t claim rights over unrelated code you wrote before.

Example of an NDA that addresses AI tools and code assistants

From 2023 onward, more NDAs explicitly mention AI tools like GitHub Copilot, ChatGPT-based assistants, or other code-generation systems. Fresh 2024–2025 examples of non-disclosure agreements for software developers often:

• Prohibit pasting confidential code or data into third-party AI tools without written consent.
• Clarify whether the provider of the AI tool may train on input data.
• Require you to use only tools that offer no-training modes or enterprise privacy guarantees.

If you rely on AI tooling in your workflow, this is not theoretical. You’ll want to:

• Negotiate language that allows AI use under specific conditions (e.g., tools that contractually exclude client data from training).
• Keep a clear boundary between public code snippets and any client-specific logic or data.

For a broader sense of how AI and data privacy are evolving, you can follow research and policy discussions from institutions like Stanford’s Human-Centered AI initiative: https://hai.stanford.edu/ (a useful .edu resource for staying current on AI-related risks and norms).

Key clauses you’ll see across the best examples of NDAs

Looking across these examples of non-disclosure agreements for software developers, certain clauses show up over and over. How they’re worded matters more than their mere existence.

Scope of confidential information

Vague definitions are where developers get burned. Better examples include:

• A clear list: source code, APIs, architecture diagrams, credentials, customer lists, pricing, internal metrics.
• Explicit exclusions: information that’s publicly known, already in your possession, independently developed, or rightfully received from another source.

If the NDA says everything the client ever says or sends is confidential forever, that’s a red flag. Ask for language that aligns with standard business practice rather than giving the client veto power over your entire career.

Duration and survival of obligations

Most real examples of NDAs set a duration, often 2–5 years after disclosure. For very sensitive trade secrets, some companies push for longer.

As a developer, you want to:

• Avoid lifetime restrictions where possible.
• Make sure the clock starts when information is disclosed, not when the contract ends.

If the NDA covers trade secrets, it may say those stay protected as long as they remain trade secrets under applicable law. That’s common, but it should be narrowly tied to genuinely secret information, not everything in the repo.

Use restrictions and permitted purposes

The best examples clarify why you’re allowed to use the information. Typical language: “solely for the purpose of evaluating or performing the services under the Agreement.”

You should verify that:

• You can use the information to build, test, debug, and maintain the software.
• You’re not barred from using general patterns or techniques in future unrelated work.

This is where “residual knowledge” clauses show up. They state that you’re not expected to erase your brain after the project ends.

Return or destruction of information

Modern NDAs frequently require you to delete or return confidential information at the end of the engagement. For developers, that usually means:

• Removing client repos from your Git hosting account.
• Deleting local copies of databases, logs, and config files.
• Confirming deletion in writing if asked.

Make sure the NDA acknowledges that automatic backups and archival logs may persist for a while, and that you’re not required to scrub every byte from every old backup, as long as you don’t access or restore it.

How to evaluate NDAs developers are asked to sign

When you look at different examples of non-disclosure agreements for software developers, patterns emerge. A few practical checks can save you from signing something you regret.

Align the NDA with the actual work

Ask yourself:

• Does the definition of confidential information match the kind of data and code I’ll actually see?
• Are there any obligations (like security certifications or specific encryption standards) that I realistically can’t meet?

If the NDA assumes you’re a large vendor with a corporate security team, but you’re a solo freelancer, push back and request language that matches your scale and role.

Watch for IP ownership creep

Some NDAs quietly wander into intellectual property territory. They might say anything you “develop in connection with” the engagement belongs to the client. That’s not really a confidentiality clause; it’s an IP assignment.

Compare this with more balanced examples of NDAs where:

• Your pre-existing tools and libraries are explicitly excluded.
• Only deliverables defined in the main contract are assigned.

If you’re not sure what’s standard in your jurisdiction, look for guidance from reputable law school clinics or small business resources hosted on .edu or .gov domains, which often publish plain-language contract tips for freelancers.

Consider legal and regulatory context

For projects in regulated sectors (healthcare, finance, education), the NDA may be just one part of a larger compliance picture. It should fit with other documents like data processing agreements, BAAs, or vendor policies.

As a developer, you don’t need to become a lawyer, but you do need to understand what you’re promising. When in doubt, invest in a short consultation with a tech-savvy attorney. Many bar associations and law schools run clinics that offer lower-cost contract reviews for small businesses and freelancers.

FAQ: NDAs for software developers

What are some real examples of non-disclosure agreements for software developers?
Real examples include short mutual NDAs for discovery calls, strict enterprise NDAs for SaaS development, NDAs that carve out open-source work, healthcare and fintech NDAs tied to privacy laws, remote-team NDAs with cross-border restrictions, interview NDAs for take-home assignments, and 2024–2025 NDAs that limit how you can use AI coding tools with client data.

Can I modify an NDA a client sends me?
Yes. Many developers negotiate NDAs, especially vague definitions of confidential information, lifetime obligations, or overreaching IP language. The best examples of NDAs you’ll encounter were almost always edited at least once before signing.

Is there a simple example of an NDA clause I should always look for?
One useful example of a clause is the exclusion for information that is already public, independently developed, or received from another source without breach. If that’s missing, you risk being accused of violating the NDA just for using skills or knowledge you already had.

Do I need a lawyer to review every NDA?
For small, low-risk projects, you might rely on your own experience and a few trusted examples of non-disclosure agreements for software developers. For higher-risk work—handling sensitive data, regulated industries, or large-dollar contracts—getting a lawyer’s review is a smart investment.

Are NDAs enforceable in every country?
Most jurisdictions recognize some form of confidentiality agreement, but the details vary. That’s why international examples include governing law and jurisdiction clauses. If you’re working across borders, it’s worth understanding which country’s law applies and where disputes would be handled.

Used thoughtfully, NDAs protect both you and your clients. The more real examples of non-disclosure agreements for software developers you study, the easier it becomes to spot fair terms, push back on overreach, and keep your code, your reputation, and your business safe.