Should I ask investors to sign an NDA?

Usually not. Most investors decline to sign NDAs for pitches. Share your pitch and keep the most sensitive details, such as source code, for later diligence.

Do I need to patent my startup idea?

Ideas alone cannot be patented. Some inventions can, but patents are costly and slow. Many software startups rely on speed, trade secrets, copyright and trademarks instead.

Who owns the code a freelancer writes for my startup?

It depends on your contract and local law. Without a written IP assignment, the freelancer may own it. Put an assignment clause in every contractor agreement.

NDAs and Intellectual Property for Startups

A non-disclosure agreement (NDA) is a contract in which people agree to keep certain information confidential. Intellectual property (IP) is the legal ownership of creations such as code, designs, brand names and inventions. For a startup, the most important step is making sure the company, not individuals, owns its IP.

By Javier Alonso, Founder & CEO. Updated 2026-10-25.

NDA: non-disclosure agreement

An NDA defines what information is confidential, what the receiving party may do with it and for how long. It can be one-way (only one side shares secrets) or mutual.

When founders typically use NDAs: with contractors and employees (often inside their contracts), in partnership or acquisition talks, and when sharing genuinely sensitive technical or customer data.

When they usually do not: most investors, especially venture capitalists, will not sign NDAs to hear a pitch. They see many similar ideas and cannot risk legal claims. Asking can signal inexperience. Share the pitch, and keep truly sensitive details, such as source code or proprietary data, for later stages of diligence.

IP: intellectual property

The main types of intellectual property relevant to startups:

Copyright: protects original works such as code, text and designs, usually automatically when created.
Trademarks: protect brand names and logos. Registering them in your key markets prevents others from using confusingly similar names.
Patents: protect inventions, giving exclusive rights for a period in exchange for public disclosure. They are expensive and slow, so they suit only some startups.
Trade secrets: valuable information kept confidential, such as algorithms or customer lists, protected by keeping them secret and using NDAs.

Make sure the company owns its IP

Investors check that the company owns what it sells. Common problems include code written by a founder before the company existed, work by freelancers without a written assignment, and contributions from a co-founder who left. Fix these early with IP assignment agreements for founders, employees and contractors. It is much cheaper than fixing them during a fundraise or acquisition.

Get local advice

IP and contract law differ between countries. This entry explains concepts only. Use a qualified lawyer for agreements and registrations.

For your role

Service providers: Clients will often ask you to assign IP for the work you deliver. Agree what you assign, and what reusable tools you keep, in your contract.
Investors: IP assignment from founders and early contractors is one of the first things to check in diligence.

Primary sources

What is Intellectual Property? — World Intellectual Property Organization

Common questions

Should I ask investors to sign an NDA?: Usually not. Most investors decline to sign NDAs for pitches. Share your pitch and keep the most sensitive details, such as source code, for later diligence.
Do I need to patent my startup idea?: Ideas alone cannot be patented. Some inventions can, but patents are costly and slow. Many software startups rely on speed, trade secrets, copyright and trademarks instead.
Who owns the code a freelancer writes for my startup?: It depends on your contract and local law. Without a written IP assignment, the freelancer may own it. Put an assignment clause in every contractor agreement.