Developer Contractor NDA

What This NDA Protects

Software development involves unique categories of confidential information that require specific protections beyond standard business confidentiality.

Sample Pre-Existing IP Schedule

A well-drafted developer NDA includes a schedule listing your pre-existing code and tools. Here's an example format:

// Schedule A: Pre-Existing Intellectual Property

const preExistingIP = {
  "libraries": [
    "Custom React component library (v2.3+)",
    "Node.js authentication middleware",
    "PostgreSQL optimization utilities"
  ],
  "frameworks": [
    "Internal testing framework",
    "CI/CD pipeline templates"
  ],
  "tools": [
    "Code generation scripts",
    "Database migration utilities"
  ]
};

// These remain the sole property of the Developer

By listing specific items, you create clear documentation of what you owned before the project began. This prevents disputes about ownership of your core tools.

Practical Developer Considerations

1. Version Control Access

Clarify whether you'll have access to the client's Git repository, and how commits, branches, and code reviews will be handled. Some clients require all work be done in their repo; others prefer you deliver code packages.

2. Stack Overflow and AI Assistance

Modern NDAs should address whether you can use AI coding assistants (like GitHub Copilot) and reference public resources like Stack Overflow. Overly restrictive NDAs may prohibit these common practices.

3. Third-Party Dependencies

Address how open source dependencies are handled. You shouldn't be liable for security issues in third-party packages, but you may need to document all dependencies used.

4. Security Incident Reporting

If you discover a security vulnerability while working, the NDA should specify how to report it. Responsible disclosure protections are important for both parties.

5. Post-Project Access

Specify when your access to development environments, repositories, and communication channels will be revoked. Immediate revocation upon project end is standard.

What You Can and Cannot Do

• Can: Use general programming skills learned during the project on future work
• Can: Continue contributing to open source projects in your area of expertise
• Can: Work for competitors on unrelated projects (unless there's a separate non-compete)
• Can: Reference the project on your resume (usually without disclosing confidential details)
• Cannot: Copy or reuse client-specific source code on other projects
• Cannot: Share API keys, database credentials, or access tokens
• Cannot: Discuss unreleased features, security vulnerabilities, or internal architecture
• Cannot: Reverse engineer or decompile any software you accessed