Best examples of nondisclosure agreement examples for product development

Practical examples of nondisclosure agreement examples for product development

Lawyers love to say “it depends,” but when you’re trying to ship a product, you mostly want to see what other people actually sign. Below are practical examples of nondisclosure agreement examples for product development scenarios you probably recognize: early brainstorming, prototype sharing, vendor selection, and joint R&D.

Each example is simplified, but the structure mirrors what you’ll see in real NDAs used in tech, manufacturing, and digital products in 2024–2025.

Example of NDA for early-stage product idea discussion

You have a concept for a new fintech app and you’re sounding out a freelance designer or a potential co-founder. You’re pre-code, pre-patent, and you’re mostly sharing:

• Product vision and roadmap
• Monetization model
• Screenshots or low-fidelity mockups

A typical one-way NDA for this stage focuses on broad but clearly defined confidential information.

Sample clause (excerpt):

“Confidential Information means any non-public information disclosed by Disclosing Party to Receiving Party, whether orally or in writing, relating to Disclosing Party’s proposed mobile application, product concepts, business plans, pricing, financial projections, customer research, and technical or design specifications, including any notes, analyses, or other materials derived from such information.”

In this type of example of a nondisclosure agreement for product development, the disclosing party usually keeps the NDA short (2–3 pages), with:

• A limited purpose: evaluating a potential business relationship
• A 2–3 year confidentiality term
• A clear no-license clause so sharing ideas doesn’t imply IP transfer

This is one of the best examples of a lightweight NDA for early product conversations: broad coverage, narrow purpose, easy to sign.

Mutual NDA example for software product development with contractors

Once you hire a development agency or a team of contractors, information flows both ways. They share frameworks, internal tools, and processes; you share specs, architecture, and user data. Mutual NDAs are standard here.

Key features in mutual examples of nondisclosure agreement examples for product development:

• Mutual definition of confidential information (both parties protected)
• Explicit coverage of source code, APIs, SDKs, and test data
• Ties to a Master Services Agreement (MSA) or Statement of Work

Sample language (excerpt):

“The Parties anticipate exchanging proprietary information relating to the design, development, and testing of a software-as-a-service platform, including but not limited to source code, object code, algorithms, data models, API specifications, system architecture, testing protocols, and non-public user data. Each Party agrees to use such Confidential Information solely for the purpose of performing and receiving software development and related services under the Parties’ Master Services Agreement dated [date].”

In 2024–2025, these NDAs almost always reference data protection. If your product touches health, education, or financial data, your NDA and your main contract should align with privacy rules like HIPAA or FERPA. For context, see:

• U.S. Department of Health & Human Services on HIPAA basics: https://www.hhs.gov/hipaa/index.html
• U.S. Department of Education on FERPA: https://studentprivacy.ed.gov/

You don’t put full regulatory compliance in the NDA, but you do make clear that confidential data includes any regulated personal information shared during development.

Hardware product development NDA example with manufacturers

Physical products introduce a different risk profile. You might be sharing:

• CAD files and technical drawings
• Bill of materials and supplier lists
• Prototype specs and testing results

A common example of a nondisclosure agreement for product development with manufacturers is a one-way NDA where you, the product company, are the disclosing party and the factory is the receiving party.

Typical features in these examples include:

• Explicit mention of drawings, molds, tooling, and manufacturing processes
• Restrictions on reverse engineering and using your design for other customers
• Clarification that ownership of tooling and IP stays with you unless agreed otherwise

Sample clause (excerpt):

“Receiving Party shall not manufacture, sell, or assist any third party to manufacture or sell any products using Disclosing Party’s Confidential Information, including Disclosing Party’s product designs, molds, tooling, CAD files, or manufacturing specifications, except as expressly authorized in a written purchase order or manufacturing agreement between the Parties.”

For cross-border manufacturing (for example, U.S. startup, overseas factory), these NDAs often pair with local-language agreements and jurisdiction clauses. You still use these examples of nondisclosure agreement examples for product development as a template, but you should have local counsel adapt them to the relevant country’s contract law.

NDA example for joint R&D and co-innovation projects

Joint R&D is where NDAs get messy fast. Two companies might:

• Co-develop a new AI model
• Share datasets and benchmarks
• Integrate proprietary algorithms

In these co-innovation examples of nondisclosure agreement examples for product development, you often see:

• Very detailed purpose clauses
• Pre-negotiated IP ownership rules
• Carve-outs for background IP versus foreground IP

Sample purpose and IP excerpt:

“The Parties will exchange Confidential Information solely to evaluate and conduct a joint research and development project relating to the integration of Party A’s machine learning models with Party B’s data analytics platform (the ‘Project’). Except as otherwise agreed in a separate written agreement, each Party retains ownership of its Background IP. Any Foreground IP created jointly in the course of the Project will be jointly owned, with each Party having the right to use such Foreground IP worldwide, royalty-free, for its internal business purposes.”

These are not full joint development agreements, but they show how a well-drafted NDA can anticipate IP issues rather than ignore them. In 2024–2025, this kind of detail is common in AI collaborations, where training data, model weights, and prompts all have sensitive value.

Investor pitch NDA example (and why most investors refuse them)

Founders often ask for an example of a nondisclosure agreement for product development they can use with investors. The reality: most institutional investors will not sign NDAs for early-stage pitches.

Still, there are situations where an NDA is used:

• Strategic corporate investors reviewing deep technical details
• Late-stage deals involving sensitive customer contracts
• Licensing talks with potential acquirers

A lighter NDA example for these scenarios might:

• Limit the definition of confidential information to non-public technical and financial data
• Explicitly exclude general pitch materials that are similar to what you’d present at a conference
• Include a short term (12–18 months) so investors aren’t locked in for years

Sample carve-out (excerpt):

“Confidential Information does not include information contained in high-level pitch decks or executive summaries that are substantially similar to materials Disclosing Party presents to other potential investors without confidentiality obligations.”

If an investor flatly rejects NDAs, you can still use the other examples of nondisclosure agreement examples for product development internally: for employees, advisors, and vendors who do sign.

NDA example for user testing and beta programs

User testing is often overlooked in NDA planning. But if you’re:

• Giving beta users access to unreleased features
• Sharing product roadmaps and internal metrics
• Conducting usability testing with screen sharing

…you may want at least a simple NDA or a confidentiality clause in your beta terms.

An example of a nondisclosure agreement for product development in this context focuses on:

• Screens, features, and performance data seen during testing
• Prohibitions on screenshots, recording, or public posting
• Short, readable language so users actually sign it

Sample clause (excerpt):

“Tester acknowledges that, during the beta program, Tester may have access to non-public features, designs, and performance data of the Product (‘Beta Information’). Tester agrees not to disclose Beta Information to any third party, publish screenshots or recordings of the Product, or discuss non-public features in public forums, social media, or press, without Company’s prior written consent.”

For products in regulated sectors like health or wellness, your NDA or beta terms should align with privacy and data handling standards. For example, if you’re touching health-related data, it’s worth reviewing guidance from the National Institutes of Health: https://www.nih.gov/ and related privacy resources.

Vendor and supplier NDA example for integrated product ecosystems

Modern products rarely stand alone. Your app might depend on:

• Third-party APIs
• Cloud infrastructure
• Specialized analytics or payment processors

When you share architecture diagrams, security configurations, and incident response plans with vendors, NDAs become part of your broader security posture.

In these examples of nondisclosure agreement examples for product development, you typically see:

• Strong information security obligations (reasonable safeguards, limited access)
• Audit or certification references (for example, SOC 2 reports)
• Requirements to notify you of breaches involving your confidential information

Sample security-focused excerpt:

“Receiving Party shall implement and maintain administrative, physical, and technical safeguards designed to protect Confidential Information against unauthorized access, disclosure, alteration, and destruction, including access controls, encryption of data in transit over public networks, and regular security training for personnel with access to Confidential Information.”

While the detailed security program usually lives in a separate security addendum, this kind of language in your NDA puts a baseline expectation in writing.

Core clauses you’ll see repeated across the best examples

If you skim through many real examples of nondisclosure agreement examples for product development, you start to see the same building blocks repeated, regardless of industry.

Definition of Confidential Information
Good NDAs avoid being so broad that they accidentally cover everything under the sun. Strong examples include both:

• A general definition ("any non-public information disclosed…")
• Specific categories relevant to product development (code, designs, roadmaps, data, test results)

Purpose limitation
This is the guardrail that keeps your information from being used against you. In product development NDAs, the purpose usually sounds like:

“to evaluate a potential business relationship related to the development, testing, or commercialization of [Product].”

Exclusions
Real examples include familiar carve-outs: information that’s already public, already known, independently developed, or received from another source without a duty of confidentiality. These matter if there’s ever a dispute.

Term and survival
In 2024–2025, most NDAs for product work in the U.S. still land in the 2–5 year range for confidentiality obligations, with trade secrets often protected indefinitely. That aligns with general trade secret principles you’ll see reflected in U.S. resources like the USPTO’s trade secret overview: https://www.uspto.gov/ip-policy/trade-secret-policy.

Remedies
Many of the best examples of nondisclosure agreement examples for product development include an injunctive relief clause, stating that monetary damages may not be enough and that the disclosing party can seek a court order to stop misuse.

Trends shaping NDA examples for product development in 2024–2025

If you compare older templates to current examples of nondisclosure agreement examples for product development, a few trends stand out:

More attention to data and AI
Products increasingly rely on training data, usage logs, and analytics. NDAs now often:

• Treat datasets and annotations as confidential
• Restrict using shared data to train third-party models
• Address model outputs that might reveal confidential inputs

Security expectations baked into NDAs
With the steady drumbeat of data breaches, companies are less willing to rely on vague promises. NDAs are starting to reference:

• Minimum security standards
• Incident notification timelines
• Subprocessor controls when vendors use subcontractors

Shorter, clearer language
Legal teams are under pressure to move faster. Many of the best examples are written in plain English, with shorter sentences and fewer archaic phrases. That doesn’t make them less protective; it makes them more readable and easier to negotiate.

FAQ: examples of NDA questions product teams keep asking

Q1: Do I need different NDAs for designers, developers, and manufacturers?
Often you can start from one core template and adjust. For instance, the examples of nondisclosure agreement examples for product development with manufacturers usually add language about tooling and reverse engineering, while software-focused examples emphasize code and data. The structure is similar, but the details change.

Q2: Can I use a free online template as an example of an NDA and just fill in names?
Templates are fine as examples and starting points, but they’re rarely plug-and-play. Most generic forms don’t address your specific product risks (for example, regulated data, AI training, or cross-border manufacturing). Use them as examples of structure, then have a lawyer adapt them.

Q3: What’s a realistic term for product development NDAs?
In real examples, 2–5 years is typical. Some companies ask for longer protection for trade secrets, especially around algorithms or formulas. The right answer depends on how long your information will actually have competitive value.

Q4: Are email NDAs or short click-through NDAs valid?
They can be. Courts care more about mutual assent and clear terms than format. That said, for higher-risk product development work, most companies still rely on a signed NDA, even if it’s signed electronically.

Q5: Where can I see more real examples of NDA language?
Publicly filed contracts in SEC filings sometimes include NDAs or confidentiality clauses, and many universities publish sample research collaboration agreements. Those can give you additional real examples to compare against the examples of nondisclosure agreement examples for product development described in this guide.

The bottom line: use these examples as models, not as copy-paste law. The best examples of nondisclosure agreement examples for product development are tailored to your product, your data, your partners, and the jurisdictions where you actually operate. Bring your lawyer a clear draft based on these patterns, and you’ll save time, money, and a lot of email back-and-forth.