Client Agreement & Mutual NDA

This Client Agreement and Mutual Non-Disclosure Agreement (the “Agreement”) governs every engagement between NoCodeMinute LLC (“NoCodeMinute,” “we,” “us,” or “our”) and you, the client (“Client,” “you,” or “your”), whether the work is one-on-one coaching, done-for-you software development, or both. By engaging us for any paid or unpaid work — or by sharing information with us in connection with a potential engagement — you agree to these terms.

Confidentiality is automatic. A mutual non-disclosure obligation applies to every Client from the moment we begin discussing your project. You do not need to sign a separate NDA for it to take effect; the confidentiality terms in this Agreement bind both parties for all coaching and development work we do together.

1. Scope of services

This Agreement covers two kinds of work:

• Coaching & teaching — one-on-one sessions, code and architecture reviews, guidance, and live help with the project you are building.
• Development — design, engineering, and delivery of custom software and related deliverables that we build for you.

The specific deliverables, timeline, and fees for an engagement are agreed in writing (a proposal, statement of work, quote, or written message). Where those engagement-specific terms conflict with this Agreement, the engagement-specific terms control for that engagement.

2. Definitions

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), in any form, that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It includes, without limitation: your business ideas, product plans, source code, designs, data, customer and user information, credentials, pricing, and any work in progress; and, on our side, our methods, tools, templates, and internal processes.

“Deliverables” means the software, code, designs, documents, and other materials we create specifically for you under an engagement.

3. Mutual confidentiality (NDA)

Each party agrees that, as the Receiving Party, it will:

• use the other party’s Confidential Information only to perform or benefit from the engagement;
• not disclose it to any third party except to personnel or contractors who need it for the engagement and who are bound by confidentiality obligations at least as protective as these (see Section 4);
• protect it using at least the same care it uses for its own confidential information, and never less than a reasonable standard of care; and
• not use it to compete with, reverse-engineer, or copy the other party’s business or products.

These obligations apply to all coaching and development work and survive the end of any engagement. They continue for so long as the information remains confidential and, for trade secrets, for as long as the information qualifies as a trade secret under applicable law.

Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Confidential Information.

Required disclosure. If the Receiving Party is legally compelled to disclose Confidential Information, it may do so only to the extent required, and (where lawful) will give the Disclosing Party reasonable advance notice so it can seek protective treatment.

Return or deletion.On written request after an engagement ends, each party will return or securely delete the other’s Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Agreement.

4. Our team is under NDA

Everyone who works on your project on our side — including all NoCodeMinute employees, contractors, and collaborators — is bound by written confidentiality and non-disclosure obligations to us that are at least as protective as those in this Agreement. We remain responsible to you for their compliance. This means your ideas and materials are protected not only by us as a company, but by every individual who may touch the work.

5. Ownership of deliverables

Upon full payment for an engagement, we assign to you all right, title, and interest in the Deliverables created specifically for you under that engagement. You own the custom software and code we build for you. Until full payment is received, all Deliverables remain our property.

Pre-existing and general materials.We retain ownership of our pre-existing materials, know-how, tools, libraries, templates, and general methods (“Background IP”), including anything we develop that is not specific to your project. Where Background IP is incorporated into a Deliverable, we grant you a perpetual, non-exclusive, royalty-free license to use it as part of that Deliverable.

Third-party and open-source components. Deliverables may include third-party or open-source components licensed under their own terms, which you agree to comply with. We will tell you about any such components that materially affect your use of a Deliverable.

6. Coaching engagements

Coaching is educational and advisory. We share guidance, techniques, and recommendations to help you build your own project; you are responsible for the decisions you make and the code you write based on that guidance. Coaching does not include a warranty that any particular result, revenue, timeline, or outcome will be achieved. Anything you share with us during coaching is covered by the confidentiality terms above.

7. Development engagements

For development work, we will use commercially reasonable efforts to deliver the agreed scope with professional skill and care. Scope, milestones, and acceptance criteria are defined per engagement. Changes to scope may affect timeline and fees and will be agreed in writing. Access credentials and data you provide are treated as your Confidential Information.

8. Client responsibilities

You agree to provide the access, information, content, and timely feedback we reasonably need, and you confirm that any materials you give us do not infringe the rights of others and that you have the right to share them with us.

9. Fees and payment

Fees, payment schedule, and any deposits are set out in the engagement-specific terms. Unless stated otherwise, invoices are due on receipt. We may pause work or withhold delivery on overdue accounts. As noted in Section 5, ownership of Deliverables transfers only on full payment.

10. Warranties and disclaimer

Except as expressly stated in an engagement, services and Deliverables are provided “as is.” To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that software will be uninterrupted or error-free.

11. Limitation of liability

To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, or consequential damages, or for lost profits or data, arising out of an engagement. Our total liability for any engagement is limited to the fees you paid us for that engagement. Nothing in this Agreement limits liability that cannot be limited by law, including liability for a breach of the confidentiality obligations in Sections 3 and 4.

12. Term and termination

This Agreement applies for the duration of our relationship and to each engagement. Either party may end an engagement with written notice; you remain responsible for fees for work performed up to the effective date of termination. The confidentiality, ownership, and liability provisions survive termination.

13. Non-solicitation of personnel

During an engagement and for twelve (12) months afterward, you agree not to directly solicit for employment any NoCodeMinute personnel who worked on your project, without our prior written consent. General public job postings are not a breach of this section.

14. Governing law

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law principles. The parties consent to the jurisdiction of the state and federal courts located in California for any dispute that is not otherwise resolved.

15. Changes

We may update this Agreement from time to time. The version in effect for an engagement is the one published when that engagement begins. Material changes do not apply retroactively to active engagements without your agreement.

16. Contact

Questions about this Agreement, or a request for a separately signed copy for your records, can be sent to contact@nocodeminute.com.

This page is a general agreement template provided for transparency and is not legal advice. NoCodeMinute LLC recommends that both parties review it with their own counsel. A specific engagement may be accompanied by its own signed agreement, which, where applicable, takes precedence over this page.