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Non Disclosure Agreement vs Contract: Understanding the Legal Basics

In the tech and startup ecosystem, protecting your ideas is just as important as building them. Whether you're hiring a developer, pitching an investor, or outsourcing work, it's crucial to know the legal tools at your disposal. That’s where the non disclosure agreement (NDA) comes in—but how does it differ from a traditional contract?

Let’s break it down in simple terms.

What is a Non Disclosure Agreement?

A non disclosure agreement is a legal document designed to keep information private. If you’re sharing your app idea, product strategy, or backend architecture with someone outside your team, an NDA ensures they can’t leak or misuse that information.

It’s commonly used in:

  • Hiring freelancers or consultants
  • Partnership or investor discussions
  • Internal R&D or prototype development
  • IP or source code protection

What is a Contract?

A contract defines the full working relationship between two or more parties. It includes:

  • What will be delivered
  • Who’s responsible for what
  • Payment terms and deadlines
  • Termination clauses
  • And sometimes… confidentiality sections

It’s broader in scope and focuses on the "what" and "how" of collaboration.

An NDA focuses on secrecy. A contract focuses on deliverables. You’ll often need both.

Final Thought

If you’re building something valuable, start every serious conversation with a non disclosure agreement. And when it’s time to execute, use a detailed contract.

Both serve different but equally important roles—and understanding the distinction can save you from legal headaches down the line.

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