Software NDAs

In reading the recent thread about Jamie and the "NDA"s, I had a question...

I'm moving along in writing a bunch of software. However, at some point, I need to get feedback from testers, designers, investors(?), etc. At this point, what I'm working on will become part of something proprietary.

What is the best business practice regarding NDAs and software that you are developing? Is it best to make everybody that sees your work sign an agreement, regardless of what stage it is in (alpha/beta)? Also, if you work for a small software house, do you simply find a software/IP/tech lawyer and have them draft up a document for you?

well if you are sending out emailed nda info - a good start might be to put at the top of the email - in bold in red - "protected content / nda / do not post"

and yes.. i just checked - re-read entire email - there was no mention of the list being proprietary info which is why i thought it was regular marketing/tech email

    I would hire a lawyer and worry about developing software. How you find one well I would just get references from other shops.

jamie wrote:

well if you are sending out emailed nda info - a good start might be to put at the top of the email - in bold in red - "protected content / nda / do not post"

and yes.. i just checked - re-read entire email - there was no mention of the list being proprietary info which is why i thought it was regular marketing/tech email

Not that you need me to defend you but you're right.  There was no mention in the e-mail or on the connect portal that the information was sensitive in any way.  I'm in the same program.  The reaction sparked by your post was a bit over the top.

Some programs I've been a part of have very clearly stated the sensitivity of certain information, other don't.  It probably depends on the group maintaining the portal for that project.

My general rule of thumb is to treat all information on Connect as sensitive, NDA or not.  Keeps me out of trouble.  Mileage may vary, etc.

harumscarum wrote:

    I would hire a lawyer and worry about developing software. How you find one well I would just get references from other shops.

That's kind of what I was thinking...I really don't want to spend my time wrestling with legal language anyway and realize I screwed it up later on. I'd rather focus on other things.

But are NDAs used at all different stages of product development? For instance, screenshots, alpha, beta, etc...? I've never been in a Microsoft beta program of any sort, so I was wondering how that *typically* works.

We make everyone sign an NDA before we ever mention anything specific about our product. This includes technology partners, resellers, etc. We are a pretty small shop too, less than 10 people. NDA's are probably not that effective against your larger partners, as you can't afford to enforce it legally.

I also wanted to make another comment. If it is information you wouldn't put on your blog or your website, make them sign an NDA.

jamie wrote:

well if you are sending out emailed nda info - a good start might be to put at the top of the email - in bold in red - "protected content / nda / do not post"

and yes.. i just checked - re-read entire email - there was no mention of the list being proprietary info which is why i thought it was regular marketing/tech email

When you signed up, you did agree to the NDA, but a reminder never hurts.

jamie wrote:

well if you are sending out emailed nda info - a good start might be to put at the top of the email - in bold in red - "protected content / nda / do not post"

and yes.. i just checked - re-read entire email - there was no mention of the list being proprietary info which is why i thought it was regular marketing/tech email

Writing "The contents of this email are confidential" or making the content of an email as part of an "NDA" or should be "deleted if arrives in the wrong email inbox" was strictly forbidden in my last job because the legal firm we used said it was unenforcible in the States and Europe.

Reminding the other party that they are under an NDA is good practise, but don't rely on them holding up to it just because your email says they can't.

On a general principle assume that everything you send outside of your company will be forwarded to Fox news unless they have a damned good reason not to. It might sound paranoid, but it's better than being at the wrong end of the firing finger of an angry boss.