NDAs, IP ownership and contracts with app development companies

NDAs: yes, but keep them sane

Any professional firm will sign a mutual NDA. Refusal is a signal to walk. But an NDA that forbids the firm from ever describing the type of work it did, or that claims ownership over their pre-existing tools and libraries, will be negotiated and will slow you down for no benefit.

A workable NDA is mutual, time-bounded at two to five years, excludes information already public or independently developed, and permits a generic portfolio mention with your approval on specifics.

• Mutual, not one-way
• Two to five year term
• Standard carve-outs for public and independently developed information
• Portfolio mention permitted subject to your approval

IP assignment is the clause that matters

Work-for-hire language alone is not always sufficient depending on jurisdiction and contractor status. You want a present assignment of all deliverables to your company, plus a covenant that any subcontractors have assigned their rights upstream. Ask specifically whether the firm uses subcontractors and whether their agreements chain correctly.

Expect a carve-out for the firm's pre-existing frameworks and generic utilities, licensed to you perpetually and royalty-free. That is reasonable. What is not reasonable is your core product logic sitting inside their proprietary platform.

Accounts and infrastructure

Your company should own the Apple Developer account, the Google Play Console account, the cloud tenancy, the domain, the analytics property and the error-tracking project. Add the agency as a collaborator with defined roles. This one arrangement prevents the most painful category of dispute, where a live app cannot be updated because someone else holds the keys.

• Apple Developer Program enrolled under your legal entity
• Play Console owned by you, agency added as user
• Cloud accounts and billing in your name
• Domain, DNS, analytics and crash reporting owned by you
• Signing certificates and keystores backed up on your side

Defining done, and warranty

Acceptance criteria per feature, an agreed device matrix, a defined crash-free session threshold, and a warranty window — typically thirty to ninety days — during which defects against the specification are fixed at no cost. Distinguish defects from change requests in writing, because that distinction is where relationships sour.

Payment structure and protection

Milestone payments tied to demonstrable deliverables protect both sides. Avoid paying more than a third up front, and avoid holding so much at the end that the firm's incentive to finish collapses. A small final retention released after the warranty window is normal and fair.

For equity arrangements, be extremely careful: vesting schedules, cliff terms and what happens on early termination need proper counsel. 'Build my app for equity' arrangements fail more often than they succeed, and they fail messily.

• Deposit of 20 to 33 percent, not 50
• Milestone payments tied to demonstrated functionality
• Retention of 5 to 10 percent released after warranty
• Written change-request process with pricing
• Termination for convenience with a defined notice period

The exit clause nobody writes and everybody needs

Specify in advance what handover means: repository access transferred, infrastructure-as-code delivered, runbooks written, credentials rotated to you, a defined number of hours of transition support, and design source files delivered in editable format.

Negotiate this at the start, when everyone is optimistic. Negotiating it during a breakdown costs multiples more and takes months.

How we contract

WVE Labs is a digital product company founded in 2015. Product strategy, design and engineering sit under one roof, and mobile has been at the heart of the studio for more than a decade — it remains one of our deepest areas of expertise. We have delivered for startups, growth companies and established organisations including Sony, Honda, Guardian, Marriott, USC, Maui Jim and California State University. Engagements start at $25,000.

Clients own their code from the first commit, hold their own store and cloud accounts, and have handover terms written into the master agreement rather than negotiated at the end. We sign mutual NDAs as a matter of course.