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Code Protection

Source Code NDA Generator

Protect your proprietary source code, algorithms, and repository access when sharing with contractors, security auditors, due diligence teams, or integration partners.

When to Use a Source Code NDA

Source code is often a company's most valuable intellectual property. Unlike standard business NDAs, source code NDAs must address unique technical concerns including repository access controls, code copying restrictions, derivative work prohibitions, and specific technical definitions of what constitutes "source code" in your context.

Contractor Onboarding

When giving developers, freelancers, or agencies access to your codebase for feature development or bug fixes.

Security Audits

When third-party security firms need repository access for penetration testing or code review.

Due Diligence

When investors, acquirers, or partners need to review your technical architecture and code quality.

Integration Partners

When third parties need to understand your code structure for building compatible integrations.

Legal Disputes

When opposing counsel or expert witnesses need code access during litigation or arbitration.

Training & Education

When using production code for internal training, bootcamps, or educational partnerships.

Essential Source Code NDA Clauses

Source Code Definition

Precisely defines what constitutes protected source code including all programming languages, scripts, configurations, and related documentation.

"Source Code" means all human-readable computer programming code, including but not limited to: application code, scripts, configuration files, database schemas, build scripts, deployment configurations, API specifications, and all associated comments, documentation, and version history.

No Copying Clause

Prohibits any reproduction of source code beyond what is strictly necessary for the permitted purpose.

Receiving Party shall not copy, reproduce, or create any permanent copies of the Source Code. Temporary copies created during normal development processes shall be securely deleted within 24 hours of the purpose completion.

No Derivative Works

Prevents the receiving party from using your code as a base for their own projects or products.

Receiving Party shall not create any derivative works, modifications, or adaptations based on the Source Code. Any code written by Receiving Party during the engagement shall be the sole property of Disclosing Party.

Repository Access Controls

Specifies how repository access is granted, monitored, and revoked.

Access shall be limited to read-only repository access via authenticated SSH keys registered to named individuals. All access shall be logged and auditable. Access credentials shall be revoked within 24 hours of project completion or termination.

No Reverse Engineering

Extends protection to any compiled or obfuscated code that might be encountered.

Receiving Party shall not decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any compiled or obfuscated portions of the software, nor assist others in doing so.

Residuals Clause

Addresses what developers can retain in their general knowledge after the engagement ends.

Nothing herein shall prevent Receiving Party from using general programming knowledge, skills, or techniques retained in unaided memory, provided such use does not involve reproduction of specific code, algorithms, or trade secrets.

Critical Considerations

Source code NDAs should always be accompanied by proper access controls. No NDA can fully protect code that is distributed without technical safeguards. Consider: read-only repository access, named individual credentials (no shared accounts), access logging and monitoring, time-limited access tokens, and geographic access restrictions where applicable.

Technical Protections to Pair with Your NDA

  • Named SSH Keys - Require each individual to register their own SSH key. No shared credentials.
  • Read-Only Access - Default to read-only. Only grant write access when absolutely necessary.
  • Branch Restrictions - Limit access to specific branches. Keep production and main branches protected.
  • Audit Logging - Enable comprehensive git audit logs. Monitor clone, pull, and push operations.
  • Time-Limited Tokens - Use expiring access tokens rather than permanent credentials.
  • IP Allowlisting - Restrict repository access to known IP addresses or VPN connections.

Pre-Access Checklist

Related Resources

Credential Access NDA API Access NDA Security Requirements Access Revocation Checklist Breach Response Guide Negotiation Playbook

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