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Software Developer NDA Template for England and Wales

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Key Requirements PROMPT example:

Software Developer NDA

"I need a Software Developer NDA for a senior developer we're hiring to work on our fintech project, with specific provisions for protecting our financial algorithms and customer data encryption methods, starting from March 2025."

Document background
A Software Developer NDA is essential when engaging developers who will have access to sensitive technical and business information. This agreement, governed by English and Welsh law, establishes confidentiality obligations, defines protected information, and outlines security measures. It's particularly crucial for protecting source code, development methodologies, and technical specifications. The document should be implemented before sharing any confidential information and typically remains in effect even after the development relationship ends.
Suggested Sections

1. Parties: Identifies the contracting parties and their details

2. Background: Explains context and purpose of the NDA

3. Definitions: Defines key terms used throughout the agreement including Confidential Information, Permitted Purpose, and Representatives

4. Confidentiality Obligations: Core obligations regarding confidential information, including duty of confidence and standard of care

5. Permitted Use: Allowed uses of confidential information and restrictions on use

6. Term and Termination: Duration of confidentiality obligations and termination provisions

7. Return of Information: Requirements for returning or destroying confidential information upon request or termination

8. Governing Law: Specifies English and Welsh law as applicable law and jurisdiction

Optional Sections

1. Non-Solicitation: Prevents poaching of employees or clients during and after the engagement

2. Assignment: Rights to transfer the agreement to other parties

3. Specific Software Provisions: Special provisions relating to software code, documentation, and development processes

4. Data Protection: GDPR compliance provisions and data processing obligations

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list of protected information and materials

2. Schedule 2 - Permitted Recipients: List of authorized persons who may access confidential information

3. Schedule 3 - Project Scope: Details of the software development project (if applicable)

4. Schedule 4 - Security Requirements: Specific security measures required for protecting confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




















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Industries

Trade Secrets Regulations 2018: Primary UK legislation implementing the EU Trade Secrets Directive, protecting against unlawful acquisition, use and disclosure of trade secrets

Data Protection Act 2018: UK's implementation of GDPR, governing how personal data must be handled and protected, including within confidentiality agreements

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights, particularly relevant for software code and documentation

Computer Misuse Act 1990: Legislation criminalizing unauthorized access to computer systems and data, relevant for protecting sensitive technical information

Common Law Contract Principles: Fundamental principles governing contract formation, including offer, acceptance, consideration, and intention to create legal relations

Law of Confidentiality: Common law principles protecting confidential information and trade secrets, including requirements for information to qualify as confidential

Employment Rights Act 1996: Key legislation governing employment relationships, including duties of confidentiality in employment contexts

Equality Act 2010: Legislation ensuring non-discrimination in employment and contractual relationships

Reasonable Duration Principles: Legal principles requiring confidentiality obligations to have reasonable temporal limits to be enforceable

Geographic Scope Considerations: Legal requirements for reasonable territorial limits on confidentiality obligations

Legitimate Business Interests: Common law principle requiring confidentiality provisions to protect legitimate business interests to be enforceable

Remedies Framework: Legal framework for enforcement including injunctive relief, damages, and specific performance under English law

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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