💡 Plain English Explanation

In the SaaS world, confidential information goes far beyond traditional business secrets. Your source code, algorithms, API specifications, customer usage data, and product roadmaps are the crown jewels of your company. A generic NDA definition may leave critical technology assets unprotected.

This clause specifically addresses the types of information unique to software and SaaS businesses. It ensures that everything from your proprietary algorithms to your microservices architecture receives explicit protection. The clause also addresses modern development practices like cloud infrastructure configurations and deployment pipelines.

Key categories covered by SaaS-specific definitions:

⚠ Why This Matters for SaaS Companies

Source Code Exposure: During technical due diligence, partnerships, or contractor engagements, you may need to share portions of your codebase. A SaaS-specific definition ensures that code snippets shown in demos, repository access granted for integration work, and technical documentation all receive protection.

API and Integration Risks: When partners integrate with your platform, they gain insights into your API architecture, data models, and technical capabilities. Without specific language, this technical knowledge may not be adequately protected.

Customer Data Sensitivity: SaaS companies often share aggregated analytics or anonymized usage patterns during sales discussions. The definition should clarify whether such derivative data remains confidential and who owns insights derived from customer usage.

📄 Clause Versions

Balanced Version: Provides comprehensive protection for core SaaS assets while maintaining reasonable boundaries. Suitable for mutual technical partnerships and integration discussions where both parties share sensitive technology. 
"Confidential Information" means any non-public information disclosed by either party relating to its software, technology, or business, including without limitation:

(a) Software and Technical Information: source code, object code, algorithms, data structures, database schemas, APIs, SDKs, technical specifications, software architecture and design documents, system configurations, and deployment scripts;

(b) Product Information: product roadmaps, feature specifications, release schedules, user interface designs, user experience research, and product development methodologies;

(c) Customer and User Data: customer lists, customer contracts, user analytics, usage patterns, behavioral data, and aggregated statistics derived from customer usage (excluding data that has been anonymized and aggregated such that it cannot be attributed to any identifiable customer);

(d) Business Information: pricing models, revenue metrics, sales pipelines, marketing strategies, competitive analyses, and vendor agreements;

(e) Infrastructure Information: cloud architecture diagrams, security protocols, access credentials, API keys, and third-party service configurations; and

(f) any information designated as confidential or that a reasonable person in the technology industry would understand to be confidential.

For oral or visual disclosures (including screen shares and demonstrations), the Disclosing Party shall identify the information as confidential at the time of disclosure and provide written confirmation within fourteen (14) days.
Disclosing Party Favor: Maximum protection for SaaS companies sharing their technology. Covers all technical knowledge gained through the relationship and presumes confidentiality. Use when licensing your technology or engaging contractors with deep system access. 
"Confidential Information" means all information, knowledge, and materials, in any form, disclosed by or on behalf of the Disclosing Party, or observed by or made available to the Receiving Party, including without limitation:

(a) Source Code and Software: all source code (whether in repositories, snippets, or displayed during demonstrations), object code, bytecode, compiled binaries, algorithms, machine learning models and training data, neural network architectures, data processing logic, database schemas and queries, API designs and specifications, microservices architecture, and all related technical documentation;

(b) Development Assets: CI/CD pipeline configurations, build scripts, testing frameworks and test cases, deployment automation, infrastructure-as-code templates, container configurations, and DevOps tooling;

(c) Product Intelligence: product roadmaps for any time horizon, feature requests and prioritization, A/B testing results, user research findings, product analytics, conversion funnels, and user journey maps;

(d) Customer Information: all customer data including customer identities, contract terms, pricing, usage levels, feature adoption, support tickets, renewal dates, expansion opportunities, and any analytics or insights derived from customer data whether aggregated, anonymized, or otherwise;

(e) Business Metrics: monthly recurring revenue (MRR), annual recurring revenue (ARR), customer acquisition cost (CAC), lifetime value (LTV), churn rates, expansion revenue, gross margins, and all other SaaS performance metrics;

(f) Infrastructure and Security: complete cloud architecture, security controls, penetration testing results, vulnerability assessments, incident response procedures, backup systems, disaster recovery plans, and all credentials and access tokens; and

(g) any other information that relates to the Disclosing Party's business, technology, or customers.

All information shall be presumed Confidential Information unless the Disclosing Party expressly states otherwise in writing. No marking, labeling, or designation shall be required. The Receiving Party's knowledge of or exposure to any aspect of the Disclosing Party's technology, business practices, or customer relationships shall constitute receipt of Confidential Information.
Receiving Party Favor: Narrowly scoped definition requiring clear designation of confidential materials. Protects against inadvertent confidentiality obligations for commonly known technical approaches. Appropriate when receiving standard API documentation or evaluating potential vendors. 
"Confidential Information" means only the following categories of information, provided they are clearly marked "Confidential" at the time of disclosure:

(a) Proprietary source code that is not available in any public repository and is provided in written or electronic form bearing a confidentiality legend;

(b) Specific algorithms that are documented in writing and identified as trade secrets, excluding general programming techniques, industry-standard approaches, or methods that are commonly known in the software development community;

(c) Customer lists containing actual customer names and contact information, excluding aggregate statistics, industry categories, or general descriptions of customer segments; and

(d) Documented product roadmaps provided in writing and marked confidential, excluding general statements about product direction or publicly announced features.

For clarity, the following shall NOT constitute Confidential Information regardless of any marking or designation:
(i) API documentation, SDK documentation, or technical specifications provided to enable integration;
(ii) Information that can be derived from the normal use of publicly available products or services;
(iii) General software architecture patterns, design principles, or technical approaches that are commonly used in the industry;
(iv) Information shared during sales demonstrations or marketing presentations unless specifically designated in writing as confidential; and
(v) Aggregated, anonymized, or statistical data that does not identify specific customers or reveal specific proprietary metrics.

Oral disclosures shall not constitute Confidential Information unless reduced to writing, marked confidential, and delivered within five (5) business days of disclosure.

💬 Key Considerations for SaaS