Is a non-disclosure agreement sufficient when disclosing computer code?
Minneapolis patent attorney Suneel Arora of Schwegman Lundberg & Woessner explains that a non-disclosure agreement is probably not sufficient when disclosing computer code.
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So, software is a little bit of a special case. Software is something that you typically have to get tested by customers. There’s alpha or beta testing that’s done with customers. And you should be a little bit careful to not rely exclusively on an NDA in that particular situation. It’s probably more important to get an evaluation, a limited license for the purposes of evaluating the software in place. And that will include some other important provisions that will prevent the other party from reverse engineering it or reverse compiling the software, things that may not be present in an NDA. So the software is just one example where you have to recognize that an NDA might not be sufficient for that particular situation.