Below you will find the Confidentiality clause in our standard Consulting Agreement ensuring the trust and privacy of our client’s information and project proposals:
5.1 Proprietary or Confidential Information. It is recognized that each party to this Agreement may make available to the other proprietary or confidential information related to the business of such party. Proprietary and/or confidential information may include, in any form, but is not limited to, business methods, technical data, processes, formulae, specifications, programs, instructions, source code for software, technical knowhow, methods, and procedures of operation, benchmark test results, business or technical plans and proposals, or any other proprietary financial, business or technical information, including but not limited to, Consultant’s billing rates (the “Confidential Information”).
5.2 Confidentiality Obligations of the Parties. It is further agreed that all Confidential Information made available by one party to another party under this Agreement shall: (a) be kept confidential by the receiving party; (b) be treated by the receiving party in the same way as it treats its own proprietary or confidential information; (c) not be used by the receiving party other than in connection with the implementation and performance of the Agreement; (d) be divulged to such of the receiving party’s personnel only as have a need to know, and (e) title of the right possess proprietary or confidential information between the parties shall remain in the party which furnishes it. Neither party shall furnish to the other party proprietary or confidential information that it does not have the right to furnish. Each party agrees to use its best efforts to ensure that the other party’s Confidential Information is not disclosed by its employees, contractors or agents in violation of the provisions of this Section 5.
5.3 Confidentiality Term. The commitments pursuant to Section 5.2 above shall continue during the term of this Agreement and shall survive the termination of this Agreement for a period of three (3) months. These commitments shall cease if, but only to the extent that, the Confidential Information:
5.3.1. Is or becomes generally known or available to the public through no act or omission of the receiving party; or
5.3.2. Can be demonstrated to be available lawfully to the receiving party prior to the disclosure or has thereafter been furnished to the receiving party without restrictions as to disclosure or use; or
5.3.3. Can be demonstrated, subsequent to disclosure, to be independently developed by the receiving party without the use of any Confidential Information received from the disclosing party; or
5.3.4. Is disclosed by operation of law or court order, provided that the party whose Confidential Information is to be disclosed is given an opportunity to prevent such disclosure and, if disclosed, the Confidential Information will only be used for the specified legal purposes.
It is understood that each party is entitled to disclose Confidential Information of its affiliates (“Affiliate” is defined as any corporation, partnership, limited partnership, limited liability company or other entity in which the party maintains a greater than fifty percent (50%) ownership interest, or similar entity which is directly or indirectly controlled by, controlling, or under the common control of the party or its members, or, in the case of the Consultant, any similar entity designated as an affiliate by Consultant, in Consultant’s sole discretion on condition that such Affiliates shall be bound by the same commitments undertaken in this Section 5.
Why we don’t sign NDAs
Some clients ask us to sign a Non-Disclosure Agreement (NDA). We understand your concern in wanting to protect your app idea! However, the industry standard is not to sign a client’s NDA, as it potentially limits the scope and types of projects that we may be able to work on in the future.
Here’s some links to articles written by comparable companies that go in-depth about this subject:
Jed Mahonis Group – “Should I sign a Non-Disclosure Agreement with my App Development Company?”
Points and Figures – “The Problem with Non-Disclosure Agreements (NDAs)”
AppyPie – Should You Sign an NDA for your mobile app idea?
We hope you found this information helpful. If you have any further questions or concerns you can reach out to our team members anytime!