You have an idea for an app or a new internal system, and you are ready to talk to developers. Two documents usually come up at this stage: a non-disclosure agreement (NDA) and the main development contract. Neither needs to be intimidating. Knowing what each one is for helps you protect your business without slowing everything down.
As always with legal matters, treat this as practical background and ask a lawyer to check anything important before you sign.
What an NDA actually does
An NDA is a promise to keep certain information private. It is useful when you need to share sensitive details, such as business plans, customer data, pricing models or unreleased product ideas, during early discussions.
A sensible NDA covers:
- What counts as confidential information.
- What the receiving party may and may not do with it.
- How long the duty of confidentiality lasts.
- What happens to the information if talks end, such as returning or deleting it.
- Standard exceptions, like information that is already public.
What an NDA does not do
An NDA will not stop someone else having the same idea independently. It also does not give you ownership of anything that is built later. Ideas on their own are hard to protect; the value lies in execution. So while an NDA is reasonable, do not let a refusal to sign one before a first, general chat put you off a good partner. Many agencies prefer to sign once detailed information is about to be shared.
The development contract: core sections
Once you decide to go ahead, the main contract does the heavy lifting. Look for these sections.
Scope of work
A clear description of what will be delivered, ideally referencing a separate specification or proposal. Vague scope is the root of many disputes.
Timeline and milestones
Key stages, what is delivered at each and how approval works. Dates should be realistic and tied to your own responsibilities too, such as supplying content on time.
Payment terms
How payments are structured, for example by milestone or monthly, and what triggers each invoice. Avoid paying everything up front for a large project.
Ownership and licences
Who owns the finished code and what happens to the developer's existing tools. This deserves careful reading.
Warranties and fixes
How long the developer will fix defects found after launch at no extra cost, and what counts as a defect rather than a new request.
Termination
How either side can end the agreement, what notice is needed and what you receive if it ends early, especially the code completed so far.
Clauses worth a second look
Some terms can cause trouble if you skim them:
- Liability caps that are so low they offer no real protection.
- Non-solicitation clauses that stop you hiring the developer's staff, which are normal but should be reasonable in length.
- Automatic renewals for hosting or maintenance that continue unless cancelled.
- Governing law that places disputes in a jurisdiction far from you.
Data protection
If developers will handle personal data belonging to your customers or staff, the contract should include data protection terms that match your legal obligations. This is particularly important for businesses dealing with users in the UK and Europe.
Freelancers versus agencies
Contracts with individual freelancers sometimes need extra care around ownership and continuity, since there is no wider team to step in if they become unavailable. Agencies usually have standard agreements, but you can still negotiate. If you need ongoing systems like an HR and payroll platform, think about long-term support at the contract stage.
FAQ
Should I ask for an NDA before the first call?
For a general introduction, it is often unnecessary. Ask for one before you share detailed plans, data or anything genuinely sensitive.
Can I use a template contract?
Templates are a reasonable starting point, but they rarely fit every project. Adapt them to your scope and have them reviewed by a professional.
Who should write the contract, me or the developer?
Either can draft it. What matters is that both sides read it properly and agree the terms before work starts.
Next step
Export Apps is happy to sign an NDA before detailed discussions and to walk you through our standard terms. Get in touch to start the conversation.