How can client protect his business interest, prevent developer to sell software to client's existing partners? How is it incorporated in a software developer agreement?

My precious contract included the following statement: the Employee is ineligible during 1 year after the retirement date to begin, take employment with, or directly or indirectly interested in any business wholly or partially competes with the business which the company operates at the employee's resignation.

I think this is fair, but in my recently contract client want me to keep secret all information, code what I made for them, without any time limit

Do you think it is fair, risky, common nowadays?

  • What is the final deliverable? Code or a software exectuable?
    – user152
    Commented Dec 22, 2014 at 15:19
  • Code, I have to deliver code.
    – János
    Commented Dec 22, 2014 at 16:32

1 Answer 1


In the case of a code deliverable (the client receives the source code), it is common for the sole ownership of the code IP to belong to the client. Since it may contain trade secrets and algorithms that are part of the client's IP, it is understandable that the client will want to protect the code and ensure it is secure. Online work platforms have often got this built into their terms of service by default (see this answer).

If a contract says that the code belongs to the client, this means that:
(1) You are obligated to delete all of your copies of the code if the client asks you to.
(2) You can't use the code at all anywhere else for any other projects (personal or otherwise) unless the client gives you permission.

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