Non-Disclosure Agreement
Protect your SDKs, user analytics, and proprietary code with a New York-specific non-disclosure agreement for mobile app developers. Complies with NY SHIELD Act, GDPR, DM
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As a mobile app developer based in New York, you routinely share beta builds, proprietary SDK integrations, push notification algorithms, and user analytics pipelines with clients, beta testers, or... Read more
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Legal Document
This Non-Disclosure Agreement (this "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and between [disclosing_party] (the "Disclosing Party") and [receiving_party] (the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, operations, products, services, research, development, technical data, trade secrets, and other matters (collectively, "Confidential Information"); and
WHEREAS, the Receiving Party desires to receive, and the Disclosing Party is willing to disclose, certain Confidential Information for the purpose of evaluating or pursuing a potential business relationship between the Parties (the "Purpose"); and
WHEREAS, as a condition to the disclosure of such Confidential Information, the Disclosing Party requires that the Receiving Party agree to maintain the confidentiality of such information in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
"Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, including but not limited to: [confidential_info]. Confidential Information shall also include any notes, analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party; (b) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party's written records; or (d) is obtained by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information.
The Receiving Party agrees that it shall: (a) hold the Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care; (b) not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose and not for any other purpose whatsoever; (d) limit access to the Confidential Information to those of its employees, officers, directors, agents, advisors, and representatives (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein; and (e) be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information.
Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order or subpoena (a "Legal Requirement"), provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such Legal Requirement prior to disclosure (to the extent legally permissible), so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and (c) discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose, as advised by its legal counsel. Any Confidential Information disclosed pursuant to a Legal Requirement shall continue to be treated as Confidential Information for all other purposes under this Agreement.
This Agreement shall become effective as of the Effective Date and shall remain in full force and effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party. Notwithstanding any termination or expiration of this Agreement, the Receiving Party's obligations of confidentiality with respect to all Confidential Information disclosed during the term of this Agreement shall survive and continue for a period as specified below from the date of disclosure of each item of Confidential Information.
Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly: (a) return to the Disclosing Party all originals and copies of any documents, materials, and other tangible items containing or embodying Confidential Information; or (b) at the Disclosing Party's option, destroy all such documents, materials, and tangible items and provide the Disclosing Party with a written certification signed by an authorized officer of the Receiving Party confirming that all such materials have been destroyed. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for the purpose of monitoring its ongoing obligations under this Agreement, and any Confidential Information retained in routine backup systems shall be subject to the continuing confidentiality obligations of this Agreement.
Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to the Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Receiving Party acknowledges that it shall use the Confidential Information at its own risk.
The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security. Such equitable relief shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [state_law], without regard to its conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of [state_law] for the adjudication of any dispute arising out of or relating to this Agreement, and each Party hereby irrevocably waives any objection it may have to such jurisdiction or venue, including any objection based on inconvenient forum.
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. 9.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. 9.3 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. 9.4 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future. 9.5 Assignment. The Receiving Party may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Disclosing Party. Any attempted assignment in violation of this provision shall be void and of no effect. 9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 9.7 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by nationally recognized overnight courier to the addresses of the Parties as set forth in the preamble of this Agreement, or to such other address as either Party may designate in writing.
The Receiving Party acknowledges that any Confidential Information containing private data of New York residents is subject to the NY SHIELD Act (N.Y. Gen. Bus. Law § 899-aa and § 899-bb). Receiving Party shall implement and maintain reasonable security safeguards at least as protective as those required under the NY SHIELD Act, including encryption of data in transit and at rest, access controls, and employee training. In the event of a breach, Receiving Party shall notify Disclosing Party within seventy-two (72) hours and cooperate fully with any required notifications to affected New York residents and the New York Attorney General as mandated by statute. This obligation survives termination of the agreement and any subsequent business relationship.
Disclosing Party warrants that all SDKs, source code, analytics schemas, push notification logic, and beta materials provided under this non-disclosure agreement for mobile app developer in New York constitute original works and do not infringe third-party rights under the Digital Millennium Copyright Act (DMCA) or New York common law. Receiving Party agrees to indemnify and hold harmless Disclosing Party from any claims, damages, or app-store rejections arising from Receiving Party’s unauthorized modification or disclosure of such materials. This warranty is provided pursuant to New York General Obligations Law and is material to the parties’ decision to collaborate.
Receiving Party may use Confidential Information solely for the purpose of performing services related to the mobile application described in the attached project specification and for no other purpose, including competing app development or sale to third parties. Any use for machine-learning training, analytics product development, or publication requires prior written consent. This limitation aligns with industry standards set by the International Association of Privacy Professionals (IAPP) and prevents the common risk of mobile app developers losing control of proprietary algorithms once shared with contractors.
If the mobile app processes protected health information (PHI), Receiving Party shall comply with all applicable requirements of the Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations at 45 CFR Parts 160 and 164. Receiving Party shall execute a Business Associate Agreement if required and shall limit use and disclosure of PHI to the minimum necessary to perform its obligations. Any breach of this clause shall constitute a material breach of the non-disclosure agreement and trigger immediate injunctive relief available under New York law and federal HIPAA enforcement provisions.
[app project description]
[confidential assets]
[ip ownership declaration]
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party
Name: Disclosing Party
Date: ___________________
Receiving Party
Name: Receiving Party
Date: ___________________
As a mobile app developer based in New York, you routinely share beta builds, proprietary SDK integrations, push notification algorithms, and user analytics pipelines with clients, beta testers, or third-party contractors. A single leak of your in-app purchase flow or unreleased UI/UX assets can lead to immediate app store rejections, IP infringement claims under the DMCA, or costly data privacy violations. Consider a concrete scenario: you are developing a health-tracking app that processes PHI for a New York hospital client. During beta testing, a contractor discloses your proprietary machine-learning model for crash prediction. Without a tailored non-disclosure agreement for mobile app developer in New York, you risk losing trade-secret protection and facing liability under the NY SHIELD Act, which mandates specific data security breach notification and protection requirements for any business handling New York residents’ personal information. This NDA addresses your unique contractual pain points—intellectual property ownership of custom SDKs, data protection responsibilities aligned with GDPR, CCPA, COPPA, and HIPAA when applicable, and strict indemnification for third-party claims. It also incorporates New York General Obligations Law § 5-701 writing requirements and Labor Law provisions that affect freelancers and independent contractors you may hire. By clearly defining what constitutes confidential information (source code, API keys, analytics schemas, beta test results), imposing return-or-destroy obligations, and setting a five-year post-termination confidentiality period, this document prevents disputes that commonly arise in New York’s fast-moving tech ecosystem. Failing to use a jurisdiction-specific NDA often results in unenforceable terms or protracted litigation in New York courts. Secure your mobile app IP and data today with a professionally drafted non-disclosure agreement that meets every New York statutory requirement.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Mobile App Developer:
The core legal purpose of a Non-Disclosure Agreement (NDA) is to establish a legal framework to protect confidential and proprietary information shared between parties. It restricts the unauthorized disclosure or use of such information, thereby enabling parties to collaborate, negotiate, or explore business opportunities while safeguarding sensitive information.
User Data Privacy Breach
Include detailed privacy policies and user consent agreements designed to comply with GDPR, CCPA, and other privacy laws.
Intellectual Property Infringement
Use warranties and indemnities clauses in contracts to protect against IP claims, ensure proper IP ownership agreements.
App Store Rejections
Define app specifications and compliance requirements with store guidelines in development and publishing agreements.
Liability for App Crashes or Failures
Include limitation of liability and warranty disclaimers in user agreements and terms of service.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
General Data Protection Regulation (GDPR)
Applicable if the app handles data of European Union citizens, covering data privacy and protection.
Enforced by European Commission
California Consumer Privacy Act (CCPA)
Imposes privacy requirements on the handling of personal information of California residents.
Enforced by California Attorney General
Children's Online Privacy Protection Act (COPPA)
Governs the online collection of personal information from children under 13.
Enforced by Federal Trade Commission (FTC)
Health Insurance Portability and Accountability Act (HIPAA)
Applies if the app handles protected health information (PHI) in providing health-related services.
Enforced by Department of Health and Human Services (HHS)
Digital Millennium Copyright Act (DMCA)
Addresses issues of copyright infringement online.
Enforced by U.S. Copyright Office
Recommended coverage: Errors & Omissions (E&O) Insurance · Cyber Liability Insurance · General Liability Insurance
Mobile app developers in New York handle unique assets such as proprietary SDKs, user analytics datasets, and push notification logic that require explicit protection. A generic NDA often omits references to the NY SHIELD Act’s data security mandates or New York General Obligations Law § 5-701 writing requirements. This specialized non-disclosure agreement for mobile app developer in New York includes tailored definitions of confidential information covering beta testing results, in-app purchase flows, and crash analytics, plus surviving obligations aligned with DMCA and HIPAA when your app processes health data.
The NY SHIELD Act requires reasonable safeguards for private information of New York residents. Your NDA must incorporate data-protection obligations that mirror these requirements, including encryption standards for stored analytics and prompt breach-notification procedures. This non-disclosure agreement for mobile app developer in New York explicitly references the NY SHIELD Act so that any shared user data or proprietary code is protected against unauthorized disclosure that could trigger mandatory 30-day reporting under the statute.
New York courts generally enforce confidentiality periods of three to seven years after termination for trade secrets. For mobile app developers, a five-year post-termination term is common to cover the typical app store review cycle and SDK update lifecycle. This agreement sets a default five-year survival period while allowing you to customize it, ensuring compliance with both industry practice and New York’s public-policy limits on indefinite restrictions.
Yes. By defining source code, API credentials, and analytics schemas as confidential information, the NDA enables swift injunctive relief under New York law if a recipient leaks materials that cause DMCA takedown notices or App Store guideline violations. The remedies-for-breach clause specifically authorizes equitable relief and recovery of attorney fees, which is critical when a competitor uses your proprietary push-notification algorithm.
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