NDA for app development with agencies and freelancers

• Definition of confidential information. The template lists technology, software, source code, designs, inventions and know-how as examples, and also covers notes and analyses built from them. Choose broad, standard or narrow depending on how much you share.
• No reverse engineering. The receiving party may not decompile, disassemble or reverse engineer prototypes, software or samples it receives. This is the clause that protects a beta build or an SDK handed over for evaluation.
• Use only for the purpose. Code and specs can be used only to evaluate and scope the project, not to build a competing product or a template for another client.
• Representatives. Disclosure is allowed to employees and advisors who need to know and are bound by similar duties. Agencies that subcontract should make sure subcontractors are bound too.
• Return or destruction. At the end, return or destroy, or destroy and certify. Repositories, test databases and shared credentials should be part of that conversation.
• No license. Sharing code under the NDA grants no rights to it. Ownership stays with the party that disclosed it.
• Trade secrets. Protected for as long as they qualify as trade secrets, which matters for algorithms and proprietary code that keep their value for years.

A residuals clause lets the receiving party use general ideas, concepts and know-how its people retain in unaided memory. Agencies and larger tech companies ask for it because developers learn from every project and cannot unlearn a good approach to caching or state management.

For a client sharing source code or a novel algorithm, residuals can swallow much of the protection, because almost anything can be described as remembered know-how. The template's residuals option, when switched on, covers only what is remembered without intentional memorization or notes, grants no license under patents or copyrights, and does not apply to anything the discloser identified in writing as a trade secret when sharing it. The outline above shows the mutual NDA with residuals switched off and the 12-month non-solicit on, a common client-side starting point.

An NDA is about secrecy. It does not decide who owns the app the agency builds. That belongs in the development agreement or statement of work: assignment of the deliverables to the client on payment, the agency's pre-existing components and open-source libraries licensed rather than assigned, and the warranties and acceptance process. Put an IP assignment in the NDA and you get a short document making a major commercial decision before the price is even known.

The same caution applies when the agency sends its own NDA. Run an AI NDA review on it. Typical flags in development work are an IP assignment or non-compete hidden in the NDA, a residuals clause with no limits, one-sided obligations in a document called mutual, and a perpetual term with no trade secret carve-out. Each flag comes with a plain-language reason and a suggested fallback.

1. Enter the client and the agency or freelancer, choose the purpose, term and governing law, and decide on residuals and non-solicit.
2. Send the NDA to each agency you are briefing. Signers use a personal link and sign in the browser with a typed or drawn signature, no account needed.
3. Share the specs, repository access or designs only once the status shows signed.
4. The signed PDF with its certificate page lands in the register, searchable by counterparty, so you can answer "did this agency sign?" months later.
5. Reminders arrive 60, 30 and 7 days before expiry, useful when a project pauses and restarts with the same vendor.