NDA to Protect an App or Product Idea

What an NDA can and can’t protect

Ideas on their own are hard to protect. Copyright covers how something is expressed, such as code, designs and text, not the idea behind it. Patents can protect some inventions, but only through an application with its own requirements. A broad concept like “an app that matches dog walkers with busy owners” generally isn’t something anyone can own.

An NDA is a contract. The other side agrees to use what you share only for the purpose you name and to keep it confidential. That covers your specific, non-public material, such as specs, wireframes, research, prototypes, code and business model, when it’s marked confidential or obviously is. It also covers the fact that you’re talking at all.

It doesn’t cover anything already public, anything the other side already knew, or anything they develop independently without using your information. If a developer was already building something similar, an NDA won’t stop them.

One-way or mutual

When you’re pitching your idea, you’re the one sharing, so a one-way NDA with you as the discloser usually fits. Choose mutual if the other side will share something sensitive too, such as a manufacturer’s processes and pricing or a partner’s technology.

What to write as the purpose

The purpose limits what they can do with your information, so describe the project. “Discussing a potential product or software development project” is a solid default, or you can be more specific. Describe the project without putting the sensitive details in the purpose itself.

• “discussing the potential development of a mobile app for booking dog walkers”
• “evaluating a potential manufacturing arrangement for a portable coffee grinder”
• “discussing a potential software development project, including design and prototyping”

How to share more safely

The NDA is one layer of protection. How you share matters just as much.

• Get the NDA signed before the detailed conversation, not after.
• Start with the problem and the outcome. Most developers can scope a project without seeing the details that make yours work.
• Share in stages, and only what each step needs.
• Mark files “Confidential” and keep a record of what you sent, to whom and when.
• If you might seek a patent, talk to a patent attorney before you disclose the invention to anyone, since some disclosures can affect patent rights.
• When you hire someone to build it, make sure your development agreement says you own what they create. An NDA doesn’t do that.

Sending it with FastNDA

Create the NDA as one-way with you sharing, add the other person’s name and email, choose a confidentiality period and the state whose law governs, then read it through and sign. You pay $29 when you send it. They sign from a private email link with no account, and you both get the countersigned PDF with a certificate of completion. Have it in hand before you send the detailed spec.

Be realistic if someone won’t sign. Large companies often refuse to sign NDAs for outside ideas because they may already be working on something similar. Decide whether the conversation is worth having without one.