NDA Drafting for Tech Companies

A Non-Disclosure Agreement is often the first legal document a tech founder needs — and the most frequently underestimated. An NDA that is too broad may be unenforceable. One that is too narrow may not protect what matters. And one that is wrong for the jurisdiction may offer no protection at all.

When do you need an NDA?

  • Before sharing your product roadmap, source code, or proprietary architecture with a potential partner
  • Before engaging a developer, designer, or agency with access to your technical infrastructure
  • Before discussing a potential acquisition, licensing deal, or strategic partnership
  • Before sharing financial projections or business model details in investor due diligence
  • Before any co-founder relationship is formalised in a separate Founder Agreement

What a properly drafted NDA must cover

  • A precise definition of confidential information — broad enough to protect what matters, not so broad as to be unenforceable
  • Permitted disclosures — to employees and professional advisors with a genuine need to know
  • Standard exclusions — public domain, independent development, prior knowledge
  • Duration — how long the confidentiality obligation survives the end of the relationship
  • Return or destruction of materials — obligations on termination
  • Injunctive relief — the right to seek immediate court orders for breach without proving monetary damages
  • Governing law and jurisdiction — which courts have authority in the event of a dispute

Related: SaaS Agreements vs Terms of Service: What Enterprise Clients Require

Frequently Asked Questions

What is the difference between a mutual and one-way NDA?

A one-way (unilateral) NDA protects only your confidential information — appropriate when you are sharing information with a contractor or service provider who has nothing confidential to share back. A mutual NDA protects both parties' information — appropriate for partnership negotiations, joint venture discussions, or investor meetings where both parties share sensitive material.

How long should an NDA last?

Most NDAs run for 2–5 years for the confidentiality obligation itself, with trade secret protection often surviving indefinitely. The appropriate duration depends on the nature of the information, the relationship, and the jurisdiction. Some jurisdictions impose limits on the enforceable duration of NDA restrictions.

Are NDAs enforceable against employees?

In most jurisdictions, yes — but with significant limitations. California, for example, broadly prohibits NDAs that prevent employees from disclosing information about workplace misconduct. Many jurisdictions also limit NDAs from preventing employees from using general skills and knowledge acquired during employment. A generic NDA used for both contractors and employees creates significant enforceability risk.

What information should be excluded from an NDA?

Standard exclusions include: information already in the public domain at the time of disclosure; information the receiving party already knew independently; information independently developed by the receiving party without using the confidential information; and information required to be disclosed by law or court order. These exclusions are legally standard and appropriate to include.

Do I need an NDA before talking to investors?

Most sophisticated investors will not sign NDAs before initial pitch meetings — it is not market standard at the early stage. However, once you share detailed technical information, financial models, or proprietary data during due diligence, an NDA or confidentiality letter is appropriate and can usually be negotiated. TECHLAWG can advise on the appropriate stage and form for investor confidentiality protection.

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