What makes a smart contract NDA different from a standard software NDA?

Smart contract NDAs must address on-chain transparency after deployment, vulnerability disclosure timing, bug bounty coordination, and the unique risks of immutable code. They also need provisions for handling discovered exploits that could affect user funds.

How should audit findings be protected in a smart contract NDA?

Audit findings should be classified by severity with different disclosure timelines. Critical vulnerabilities require coordinated disclosure protocols, while the auditor's methodology and tools should remain permanently confidential.

What is responsible disclosure and how does it affect smart contract NDAs?

Responsible disclosure allows auditors to reveal critical vulnerabilities if the project fails to remediate within an agreed timeframe. Smart contract NDAs should define severity thresholds, remediation timelines, and disclosure escalation procedures.

Can smart contract code be kept confidential after deployment?

Once deployed on a public blockchain, bytecode is visible to all. However, source code, comments, internal documentation, and pre-deployment versions can remain confidential. NDAs should distinguish between on-chain public data and off-chain confidential materials.

Smart Contract NDA | Code Audits & Security Reviews

🔒 Key Provisions for Smart Contract NDAs

Source Code Protection

Define Solidity, Rust, Move, or other smart contract source code as confidential. Address the distinction between pre-deployment source and post-deployment bytecode that becomes publicly visible on-chain.
Audit Report Confidentiality

Classify audit reports by severity level with different confidentiality treatments. Critical findings may require extended confidentiality while general observations might be shareable after remediation.
Vulnerability Disclosure

Establish responsible disclosure timelines based on severity. Define escalation procedures if vulnerabilities are not remediated, including potential public disclosure rights for user protection.
Auditor Methodology

Protect proprietary audit tools, testing frameworks, and security methodologies. These represent core auditor IP and should remain confidential indefinitely regardless of engagement outcome.
Bug Bounty Coordination

Address how NDA obligations interact with bug bounty programs. Define whether auditors can participate in bounties and how discovered issues coordinate between audit and bounty channels.
Exploit Prevention

Include provisions prohibiting exploitation of discovered vulnerabilities. Address front-running risks where knowledge of vulnerabilities could enable MEV extraction or fund theft.

🕑 Recommended Disclosure Timelines

CRITICAL

Immediate Risk to User Funds

24-48 hour remediation window. If unaddressed, coordinated disclosure to protect users. Pause mechanism activation if available.

HIGH

Significant Security Risk

7-14 day remediation window. Private disclosure to core team with fix verification. Public disclosure after patch deployment.

MEDIUM

Moderate Security Concern

30 day remediation window. Standard audit report timeline. May be included in public report after addressed.

LOW

Informational/Best Practice

90 day remediation window. Can be disclosed in public audit report. Tracked for future improvement.

When to Use This NDA

Common smart contract scenarios requiring specialized protection

🔍 Security Audits

Engaging third-party auditors to review smart contract code before deployment. Protects both source code and audit findings.

💻 Development Partnerships

Sharing contract architecture with development partners, code reviewers, or potential acquirers during due diligence.

🛠 Protocol Integrations

Sharing interface specifications, ABI details, or integration code with partners building on your protocol.

🎯 Bug Bounty Programs

Establishing confidentiality terms for bug bounty participants who discover and report vulnerabilities.

⚠️ Common Smart Contract NDA Risks

Issue	Risk Level	Recommended Action
No exploit prohibition clause	High	Add explicit prohibition on exploiting discovered vulnerabilities for profit
Overly broad confidentiality blocking security disclosure	High	Include responsible disclosure rights for unaddressed critical vulnerabilities
No distinction between source and bytecode	Medium	Clarify that on-chain bytecode is public while source remains confidential
Auditor methodology not protected	Medium	Include mutual confidentiality covering auditor tools and techniques
No severity-based disclosure timeline	Low	Define different treatment for critical vs. informational findings

⚠️ Security Disclosure Considerations

Smart contract vulnerabilities can result in significant user fund losses. While confidentiality is important during remediation, NDAs should never prevent disclosure of actively exploited or imminent threats to user funds. Consider including carve-outs for emergency security disclosures and coordination with CERT/CC or similar disclosure coordinators for critical issues.