Non disclosure agreements (NDAs) for IT Projects.

Non disclosure agreements (NDAs) for IT Projects.

NDAs can be defined in one instance as a contract: where two parties agree to share information for a certain purpose, but restricting informational access to third parties. These act as a means to ensure the IPR of a firm are protected.

This allows a client to secure any IPRs and as well prevent too much exposure which could effect any future patent applications. This also will act to clarify who owns the copyright. Instances where NDAs should be considered are:

- where there is outsourcing for new blue-skies project work

- transfer of data into the cloud

- acting within an existing system to add in addition services.

In the latter, all aspects of the ETL cycle would be under investigation which involves the non-client party gaining considerable insight into the client's business. Hence some form of agreement is required.

What does the NDA cover: this should be both the code itself, but also the sources of the data as well as the transformed information. However one area which can be negotiated is re-use of meta-material, the processes and scripts which were used during the project i.e. if this devolves entirely to the client or can this be freely implemented in other projects.

Audits provide a means to ensure that NDA procedures are being adhered to. Elements of audit might include investigation of specific documentation or visits by vetted client personal to observe procedures. However if the terms of the audit are too broad, where the client oversees all elements of the other party's work, this would act as delay on the project. Hence some measure of balance is required.

The issue of penalties should also be considered. These would come into effect if the terms were breached. It is non-uncommon (as mentioned in Cloud Computing by Millard) for clients to seek unlimited liability for such, which for the other party is very much a show-stopper. In passing, while there are element of similarity, the NDA is not a non-compete agreement with the latter having to engage with elements of employment law.

Thus NDAs are at best a means to provide a support framework so long as it does not devolve into a strait-jacket that sabotages the work of the parties.