Guide · Agency partnerships · verified October 16, 2026
White-label development: NDA, non-solicitation and who owns the code
The fear behind every agency partnership is the same: will the engineering partner go around us to the client, and who ends up owning the work? Both questions are answered by a contract, not by trust. This guide describes, as general information, the clauses white-label development agreements commonly contain and what each one is meant to address, with the public laws they touch quoted from official sources.
Notice: General information, not legal or tax advice; check with your attorney or accountant. Verified on . If something is out of date, tell us at [email protected].
A white-label development agreement is the contract between an agency and the engineering partner that builds work the agency sells under its own brand. Agreements of this kind commonly cover confidentiality, non-solicitation of the agency's clients, ownership of the code, how the partner appears to the client, data protection, payment, liability and exit.
What is a white-label development agreement for?
Two companies, one client relationship. The agency owns the client, the brand and the margin; the engineering partner does the work and, by design, stays out of sight. The agreement exists to make that arrangement safe for both sides: the agency needs assurance the partner will not become a competitor for the client, and the partner needs clarity on scope, payment and what it is allowed to say about the work.
Most disputes in these partnerships trace back to something the agreement did not say: who owns the repository, whether the partner may list the project in its portfolio, what happens to the engineer's access when the agency's client leaves, or whether the agency can hire the partner's engineer directly. The clauses below are the ones that answer those questions in advance.
Which clauses do these agreements commonly contain?
The list below is the usual set, in the order a counterparty tends to ask about it. It is a general description, not a template: what any given agreement says, and how it applies in your state and to your clients' industries, is for your attorney.
| Clause | What it usually covers | Whose concern it addresses |
|---|---|---|
| Confidentiality (NDA) | Client names, briefs, code, pricing and business information shared under the partnership; survives termination | Both |
| Non-solicitation of clients | The partner will not pitch, contract with or accept work directly from clients introduced by the agency, during the term and for a period after | Agency |
| Non-solicitation of staff | Whether either side may solicit the engineers or project managers who worked on the other's projects, and for how long | Both |
| Intellectual property and ownership | Who owns code, designs and documentation, when ownership transfers, and how the partner's pre-existing tools are licensed | Agency and client |
| Brand and attribution | How the partner appears: under the agency's brand and email domain, invisible, or as a named subcontractor; whether the partner may list the work in its portfolio | Agency |
| Data protection | How end-client and end-user data is handled, where it is stored, who notifies whom after a breach, and a business associate agreement when HIPAA applies | Client, agency, partner |
| Scope, change control and acceptance | Written scope per project, how changes are priced, how deliverables are accepted | Both |
| Payment terms | Rates or fixed prices, deposit, milestones, net terms, currency, late payment | Partner |
| Warranties and liability | Warranty period for defects, any cap on liability, exclusions, and insurance such as errors and omissions | Both |
| Term, termination and exit | Notice period, handover of repositories, credentials and documentation, transition assistance, what survives | Agency and client |
| Governing law and disputes | Which state's law applies and how disputes are resolved | Both |
How is a non-solicitation clause usually written?
By naming the behavior precisely. Clauses of this kind typically say the partner will not solicit, pitch, contract with or accept work from clients the agency introduced, for the term of the agreement and for a defined period after it ends, and say what happens if that is breached. Many are tied to a list of introduced clients that both sides maintain, because a specific prohibition is easier to apply than a general promise not to compete.
Florida has a statute on restrictive covenants. Section 542.335 of the Florida Statutes says a court shall not enforce a restrictive covenant unless it is set forth in a writing signed by the person against whom enforcement is sought, and requires a legitimate business interest; for an independent contractor, it presumes a restraint of six months or less reasonable and one of more than two years unreasonable (text consulted on October 16, 2026). Whether and how that applies to a given agreement is a question for your attorney.
Who owns the code in a white-label project?
Whoever the contract says, and if the contract says nothing, the default rules of copyright apply. Section 201(a) of the U.S. Copyright Act says copyright vests initially in the author. Work created by an independent contractor is not automatically a “work made for hire”: the U.S. Copyright Office's Circular 30 explains that a contractor's work qualifies only if it falls into one of nine statutory categories and both parties sign a written agreement saying so, and most custom software does not fit those categories. Otherwise, section 204(a) of the Copyright Act says a transfer of copyright ownership is not valid unless an instrument of conveyance is in writing and signed by the owner of the rights conveyed (text consulted on October 16, 2026).
For that reason, agreements with outside development partners commonly include an explicit written assignment of deliverables, often to the end client or to the agency, with the partner's pre-existing tools and generic components listed separately and licensed. How ownership works in a project with us is set out in writing in the proposal and the contract.
What about data protection and insurance?
White-label work often touches the end client's customer data: bookings, owners, patients, shipments. Agreements commonly say where that data lives, who can access it, and how and when a breach is reported.
Florida's Information Protection Act (section 501.171 of the Florida Statutes) says a covered entity must notify affected individuals no later than 30 days after determining a breach, subject to the statute's exceptions; must notify the Department of Legal Affairs when 500 or more individuals in Florida are affected; and that a third-party agent that maintains or processes the data on the entity's behalf must notify the covered entity no later than 10 days after determining the breach (section 501.171(6)(a); text consulted on October 16, 2026). Under the HIPAA rules (45 CFR 160.103 and 164.502(e)), a business associate that handles protected health information for a covered entity works under a business associate agreement, and its subcontractors under their own.
Agencies serving larger clients are also often asked whether the engineering partner carries professional liability (errors and omissions) insurance.
What usually happens at exit?
Agreements commonly assume the partnership ends one day and try to make that uneventful: a notice period, the handover of repositories, credentials, documentation and infrastructure access, a defined period of transition assistance, and a list of what survives (confidentiality, non-solicitation, IP terms, payment of outstanding invoices). A useful test of a white-label partner is how little the client would notice if the partner left.
In our projects, the repositories and infrastructure accounts are opened in the client's or the agency's name from the start, so exit is mostly a matter of revoking access; the binding terms are the ones set out in writing in the proposal and the contract. Details of how we work with agencies are on the white-label development page, and for South Florida agencies on the Miami page.
Topics agencies commonly review in a white-label agreement
- Confidentiality that covers client names and survives termination
- Non-solicitation of introduced clients: scope, list of clients, period and remedy
- Non-solicitation of staff, and how narrow it is
- Who owns code, designs and documentation, and when ownership transfers
- How the partner's pre-existing tools are licensed
- How the partner appears to the client and whether it may show the work in a portfolio
- Data protection: location, access, breach notification, business associate agreement if HIPAA applies
- Professional liability insurance
- Payment terms: currency, deposit, milestones and net days
- Exit: notice, handover of repositories and credentials, transition assistance, surviving clauses
- Governing law and how disputes are resolved
Questions · White-label agreement
Who owns the code in a white-label development agreement?
Whoever the agreement's written assignment says. Absent one, section 201(a) of the U.S. Copyright Act says copyright vests initially in the author, and section 204(a) says a transfer is valid only in a writing signed by the owner. Your attorney can tell you how that applies to your case.
What does a non-solicitation clause in a white-label agreement usually do?
It typically prohibits the engineering partner from pitching, contracting with or accepting work from clients the agency introduced, during the term and for a period after, and sets a remedy if that is breached. In Florida, section 542.335 of the Florida Statutes governs restrictive covenants.
Is an NDA enough on its own?
Usually not. An NDA covers information; it does not by itself address whether the partner may work for your client, who owns the code, or payment, data and exit. Those are usually separate clauses.
Can the engineering partner show our client's project in its portfolio?
Only if the agreement allows it. Many white-label agreements prohibit attribution without the agency's written consent. With us, portfolio use is agreed case by case and in writing.
What does Florida law say about breach notice from a partner that processes data?
Section 501.171(6)(a) of the Florida Statutes says a third-party agent must notify the covered entity no later than 10 days after determining a breach. The covered entity's own notice to individuals is due within 30 days, with exceptions.
Is this guide legal advice?
No. It is general information about clauses commonly found in these agreements and about public laws, quoted from official sources on the verification date. Check with your attorney before signing any agreement.
Sources
- Circular 30: Works Made for Hire (opens in a new tab) · U.S. Copyright Office · accessed · official source
- 17 U.S.C. §201: Ownership of copyright (opens in a new tab) · U.S. Government Publishing Office (govinfo) · accessed · official source
- 17 U.S.C. §204: Execution of transfers of copyright ownership (opens in a new tab) · U.S. Government Publishing Office (govinfo) · accessed · official source
- Florida Statutes, section 501.171 (Security of confidential personal information) (opens in a new tab) · The Florida Senate · accessed · official source
- Florida Statutes, section 542.335 (Valid restraints of trade or commerce) (opens in a new tab) · The Florida Senate · accessed · official source
- 45 CFR 160.103: Definitions (business associate) (opens in a new tab) · Electronic Code of Federal Regulations · accessed · official source