You need an NDA when you are about to show prices, code, a client list, deal terms or an unreleased product — not as a badge of seriousness. It does not erase a leak that already happened in chat.
Where to start
Define the information. “Whatever a party considers confidential” is hard to prove. Say what is marked, listed, or obviously a trade secret, and what is not: public, already known, or lawfully received from someone else.
What to check
Say who may see it: a subcontractor, an accountant, a cloud, an affiliate. A ban on “anyone” can block your own lawyer. Set a term that outlives the project, and a practical consequence: stop use, return or delete copies, notify about an incident.
Money and timing
An NDA does not replace a service contract or a licence. Drafting starts from UAH 2,000. Review of someone else’s NDA starts from UAH 1,500.
When an NDA is useful and when it is a ritual
An NDA matters before you show numbers, code, a customer list, a formula or an internal price. After the file has already been dropped into a chat, a paper signed “as of last week” is a weak cure. Use it before an investment conversation, before a contractor sees a repository, before a buyer of a stake sees the model, and before a specialist sees customer data. Do not use it instead of a services agreement: an NDA does not say who does the work or what it costs.
A weak NDA bans “all information”, including what is already public, has no term, no exceptions and an uncapped fine. A usable text defines confidential information, lists exceptions, sets a term, says who inside a team may see the material, and says what happens to copies when talks end. A mutual NDA should bind both sides. A one-way text where only you stay silent is usually the wrong signature.
- Sign before the files move, not after the pitch.
- Say what is secret and what is not.
- Set a term and a way to destroy copies.
- Do not confuse an NDA with a works contract or a licence.
- Keep any penalty proportionate.
A short NDA follows the same review logic as other contracts: a typical text of up to five pages from UAH 1,500. If you also need a services or contractor agreement, that is a separate line in the offer.