Freelance NDA / Non-Disclosure Agreement
Freelancers and clients who need to share sensitive business information before or during a project engagement.
When to Use This Template
Use this NDA before sharing proprietary information with a freelancer or client. It is designed for project-based work where one or both parties will be exposed to trade secrets, business strategies, customer data, or unpublished creative work. This agreement is mutual (protects both sides equally) and uses a reasonable 2-year term that courts generally enforce.
Key Clauses Explained
Definition of Confidential Information -- This clause defines exactly what counts as "confidential." It is intentionally broad enough to cover business plans, customer lists, technical data, and financial information, but specific enough that a court can enforce it. If something is not marked confidential or does not fit the definition, it is not covered.
Term (2 Years) -- The obligation to keep information secret lasts for 2 years from the date of disclosure. This is a standard duration that most courts consider reasonable. After 2 years, the obligations expire -- but that does not mean you can actively misuse the information; other laws still apply.
Exclusions from Confidential Information -- Not everything is confidential. Information that was already public, already known to the receiving party, independently developed, or legally obtained from a third party is excluded. These standard carve-outs prevent the NDA from being unreasonably broad.
Return of Materials -- When the relationship ends, each party must return or destroy all confidential materials. This includes digital files, documents, notes, and copies. The receiving party must confirm in writing that destruction is complete.
Non-Solicitation (Narrow) -- During the project and for 12 months after, neither party will directly solicit the other's employees or contractors who were involved in the project. This is intentionally narrow -- it only covers people you worked with directly, not the entire company.
Remedies -- If someone breaches this NDA, the harmed party can seek injunctive relief (a court order to stop the breach) in addition to monetary damages. This is standard because money alone cannot undo the damage of a confidentiality breach.
Red Flags to Watch For
- One-sided language: If the NDA only protects one party, push for mutual protection. Both sides share information in most freelance relationships.
- Overly broad definitions: Watch for definitions that cover "any information shared in any form at any time." This can make ordinary conversations legally risky.
- Unreasonable term: NDAs lasting 5+ years or "in perpetuity" are harder to enforce and create unnecessary long-term risk. Two years is standard for most freelance work.
- No exclusions clause: If the NDA has no carve-outs for publicly available or independently developed information, you could be liable for "disclosing" something you learned on your own.
- Non-compete disguised as NDA: Some NDAs sneak in clauses preventing you from working with competitors. That is a non-compete, not an NDA -- and it should be negotiated separately.
- Excessive penalties: Liquidated damages clauses (pre-set penalty amounts) that are disproportionate to the actual harm are a red flag.
Templates are starting points. Your actual contract will have different terms.
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Non-Disclosure Agreement
Effective Date: [DATE]
Between:
Disclosing Party: [PARTY A FULL NAME], located at [PARTY A ADDRESS] ("Disclosing Party")
Receiving Party: [PARTY B FULL NAME], located at [PARTY B ADDRESS] ("Receiving Party")
This Agreement is mutual. Each party may disclose and receive Confidential Information.
1. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to: business plans, financial data, customer lists, product designs, technical specifications, marketing strategies, pricing information, and trade secrets.
2. Obligations of the Receiving Party
The Receiving Party agrees to:
(a) Hold all Confidential Information in strict confidence;
(b) Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party;
(c) Use Confidential Information solely for the purpose of [DESCRIBE PROJECT OR PURPOSE] (the "Purpose");
(d) Limit access to Confidential Information to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was already known to the Receiving Party before disclosure, as demonstrated by written records;
(c) Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
(d) Is lawfully obtained from a third party who is not bound by a confidentiality obligation to the Disclosing Party;
(e) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party before such disclosure.
4. Term
The obligations under this Agreement shall remain in effect for a period of two (2) years from the date of each disclosure of Confidential Information.
5. Return of Materials
Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, summaries, and derivative materials. The Receiving Party shall confirm destruction in writing within [10] business days of the request.
6. Non-Solicitation
During the term of any related project engagement and for a period of twelve (12) months thereafter, neither party shall directly solicit for employment or engagement any employee or contractor of the other party who was materially involved in the project, without prior written consent.
7. Remedies
Each party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages alone would be an insufficient remedy. In the event of a breach or threatened breach, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
8. General Provisions
(a) Governing Law. This Agreement shall be governed by the laws of the State of [STATE], without regard to its conflict of laws provisions.
(b) Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding confidentiality and supersedes all prior agreements on this subject.
(c) Amendments. This Agreement may only be modified by a written instrument signed by both parties.
(d) Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
(e) No Waiver. A failure to enforce any provision of this Agreement shall not constitute a waiver of that provision.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the Effective Date.
Disclosing Party
Signature: __________________
Name: [PARTY A NAME]
Title: [TITLE]
Date: [DATE]
Receiving Party
Signature: __________________
Name: [PARTY B NAME]
Title: [TITLE]
Date: [DATE]
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