This is an agreement entered into between a company and a software tester or
programmer. The company hires the tester or programmer either to test and evaluate
the software or to develop software from scratch. This agreement also provides a non-
disclosure clause whereby the tester or programmer is prohibited from disclosing any
information about the software. This agreement can be used by small businesses or
other entities that want to hire a software tester or programmer to perform specific
Software Non-Disclosure Agreement
This Agreement is effective, between _______________ (“Company”) and _______________ ("Software
User, Programmer, Tester"), in which software user agrees to create, test, program, and use a software
program known as _______________ ("Software") and to communicate only with _______________
("Company") concerning results of software use, creation, or testing.
Term of Agreement
The term of this Agreement shall be from _________, ___ until _________, ___. The restrictions and
obligations contained in this agreement shall survive the expiration, termination, cancellation or
modification of this Agreement, and shall continue to bind the signer of this Agreement. If the signer of
this Agreement is a company it shall continue to bind its successors and assigns; if the signer is an
individual it shall bind his/her successors, assigns and heirs.
Company shall provide user, programmer, or tester with instructions, documentation, expected results,
operating guidelines, or goals hoped to be obtained within desired parameters and operating systems of
intended Software. Users or testers will be provided with a free copy of Software for evaluation
contingent upon its design specifications, its source code, and its intended use. Software shall be kept in
the strictest confidence along with its instructions, documentation, expected results, operating
guidelines, goals, and source code. Documentation of data and test results are required by Company as
agreed upon completion of use by Software user or tester. Programmers and Software creators are
expected to provide source code, operating instructions, test results, and a copy of Software ready for
distribution, if desired by Company. Upon satisfactory completion of the testing, contingent upon
Company’s decision to produce or market Software, if beta testing is chosen by company, software
creator (programmer) will assist in the creation of a testing program.
No Rights Granted
This Agreement does not constitute an award or an intention to grant any ownership, right, title or
interest in Company’s patents, trade secrets, or interest in such Software or source code to any user,
tester, software creator or modifier. All such use, creation, testing or modification shall be considered a
“work for hire” and such user, tester, software creator or modifier shall have no ownership, right, title or
interest in Software or source code. No user, tester, software creator or modifier shall have any intrinsic
rights or ownership in collected data, results, documentation, source code, or software and may not sell
or transfer any portion of collected data, results, documentation, source code or software to any third
party or use collected data, results, documentation, source code or software in any manner to market,
create, or support its own products.
Security and Nondisclosure
No user, tester, software creator or modifier shall disclose any information about the Software or its
source code, proposal, design, performance specifications, or its existence to anyone other than those
subject to this nondisclosure agreement. No user, tester, or modifier may copy any portion of Software,
source code, or documentation, except to the extent necessary to perform Company’s requirements. All
users, testers, software creators and modifiers shall take precautions to prevent source code, software,
collected data, results, or documentation from being seen or copied by unauthorized individuals. No
user, tester, or modifier may reverse engineer, decompile or disassemble the source code or the
software or any portion of it.
Upon Company’s demand, or at the conclusion of the relationship, user, tester, software creator or
modifier shall return the original and all copies of collected data, results, documentation, source code,
and Software within 10 days to Company and delete and destroy all portions or copies of collected data,
results, documentation, source code, or software from user, tester, software creator or modifiers
No representations or warranties of any kind concerning this source code or software, express, implied,
statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a
particular purpose, non-infringement, or the absence of latent or other defects, accuracy, or the
presence or absence of errors, whether or not discoverable, we in no event will be liable to you on any
legal theory for any special, incidental, consequential, punitive or exemplary damages arising out of this
agreement or the use of the Software, even if we have been advised of the possibility of such damages.
We make no warranties regarding the information provided concerning source code and Software, and
disclaim liability for damages resulting from its use.
Nothing contained in this Agreement shall constitute or create, on the behalf of any party, an employee,
joint venturer or partner relationship with the other party.
This Agreement expresses the complete understanding of the parties with respect to the subject matter
and may not be amended except in writing and signed by both parties. If any provision of this
Agreement becomes invalid or unenforceable under applicable law, it shall not affect the validity or
enforceability of the remainder of the terms of this Agreement, and without further action by the
parties to this Agreement, such provision shall be reformed to the minimum extent necessary to make
such provision valid and enforceable.
The failure to exercise any right provided in or by this Agreement shall not constitute a waiver of prior or