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I'm a small company needing to outsource software development. I've written both functional and technical specifications for GUI developers and back-end (C or PHP) developers to implement my software application. I'm a little nervous handing over copies of these documents to request bids from numerous companies.

Looking for recommendations to protect my work while outsourcing. What's the conventional wisdom? Is there generic NDA someone could send me a link to. How do others handle this situation. What would the outsource companies expect, or not expect, from me?

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I would enlist some professional help, at least for an hour or two. A boilerplate NDA lifted from the Internet is probably not going to cut it; you need everyone's responsibilities clearly outlined. –  Robert Harvey Jul 6 '11 at 19:18
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I belive legalzoom has some NDAs you can use but honestly as RobertHarvey said get some professional help. If you are running a company I would hope you have a lawyer at your disposal to use. It's a small price to pay few hundred bucks to get the legal paperwork done right. –  AlanBarber Jul 12 '11 at 12:43

5 Answers 5

up vote 7 down vote accepted

Getting legal help is a given. There are lawyers who specialize in IP and I would suggest that they might be the best people to enlist. Your local law society should be able to give you a list of suitable candidates.

That said, unless you have the money to enforce any NDA you make people sign it's all rather moot isn't it? Also, if you offshore development you have to deal with the legality of your NDA wherever you are & wherever they are which makes life much harder.

Also, I don't have any indication of your own technical level and experience. How, for example, do you plan on vetting the fitness of the bidders to do the work? How will you know if the project is proceeding according to plan or is hopelessly behind schedule? You may have answers to those questions but you will most certainly need answers before you proceed with outsourcing development. Large companies with lots of resources and clout mess up outsourcing deals all the time. As a small company you are even more at risk unless you are very careful. You might be better partnering with a technically competent person you trust in return for a % of the proceeds on the understanding that they are responsible for the implementation of the project.

Good luck.

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If you are outsourcing in your own country. I would say an NDA would be the way to go. Trying to fix legal issues by hiding code and ideas usually hurts the end product.

But if you are offshoring, then you might want to be more careful with what you share since laws are different from country to country and enforcing an agreement can be difficult.

Either way, get a good lawyer. PrePaid Legal is an extremely effective way to go for a small business... http://www.prepaidlegal.com/ (no I don't work for them, but I do use them)

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Have a Non-disclosure agreement (NDA) signed and consult with an Attorney.

-- that's all I am legally allowed to say.

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This does not provide an answer to the question. To critique or request clarification from an author, leave a comment below their post. –  Yusubov Sep 21 '12 at 23:50
    
I was just down voted on the answer; I assume it has something to do with the above comment ...so: I disagree, it does answer the question without getting into legalities: (1) get a signed NDA, and (2) consult with an attorney. :) Granted you don't have to like the answer and you may opt for an answer that has more meat in it. But the fact is that this site is not about offering legal advice ...period. In my opinion, this question is in the wrong place. But I imagine that we'll disagree on that matter too. –  IAbstract Jul 31 at 19:22

In all honesty, do you really believe in "Intellectual Property" or is this just about using legal systems to do something you couldn't do otherwise?

Doesn't independent invention nullify the "property" part? See this article for an example of something seemingly totally novel, that was actually an indepedent invention of something from 1938.

You need to ask yourself if the trouble and work of getting a lawyer to draw up a document that won't really prevent "theft" of your "property" anyway is worth it. You also need to ask yourself if you will be able to detect such "theft" if it happens.

If you have someone else do the work, they have gained the experience, and seen or even created an instantiation of your "property". They get to walk away with that no matter what kind of NDA or contract you have prepared.

Either do it yourself, or prepare to see a copy of it elsewhare. Execute it better yourself, and you will win, not the copier.

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Please leave a comment when down-voting. If you disagree about something, try to educate me, or correct my logic, or my facts, or my ethical position. Just because reality is different than your ideology is no reason to downvote. –  Bruce Ediger Jul 31 at 18:34

What's the conventional wisdom?

  1. People who like doing that kind of work don't violate NDAs or rip off your IP. It's bad for business. So stick to outsourcers who've been doing it for years and have credible references regarding their professionalism.
  2. Assuming you've done the last one, a 1-2 page boilerplate NDA you can find with a little googling will be just as effective as anything you can get a lawyer to custom-draft for you.
  3. Any legal document, no matter how well crafted, is only as good as your willingness and ability to lawyer up and sue people who violate it.
  4. A corollary to that last one is that if you're really worried about somebody stealing your IP, stick to outsourcers you can easily sue if needed. If you're small, that will probably mean people with a legal presence in your own country, or a nearby country with a similar legal system. Unless you're a huge company with lots of legal resources, I'd avoid outsourcing halfway around the world to a country whose IP laws and court system might be wildly different.

I've been doing freelance programming for over twenty years now. Let's say you came to me with your project. There is no way I would steal your idea or your IP or violate your NDA!

First off, it would destroy my livelihood to develop a reputation for that, and I'd have a hard time living with myself.

Also, I've got plenty of my own "pet project" ideas and other things that I don't have time or money for, and what I want you to do is pay me lots of money to implement your idea so I can turn around and implement mine. Oh, and take that nice Polynesian cruise my wife and I keep looking at. :-)

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Unfortunately I do know of people who would take the ideas and go use them for their own gain elsewhere. –  quickly_now Jul 15 '11 at 2:30
    
@quickly_now: Oh, absolutely. That's why you want to (a) use professionals who have a verifiable track record of not doing that, and (b) be prepared to bring the hammer down if they do. (I've never violated an NDA myself, but I've had one prospect and one existing client rip me off by taking my proposals and giving them to my competitors. I wasn't willing to sue in either case - at that point, I didn't want them as clients.) –  Bob Murphy Jul 15 '11 at 2:51

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