Non-Disclosure Agreement (NDA)
As a freelancer working across multiple clients, an NDA protects your clients' confidential information and your own processes from disclosure.
What is a Non-Disclosure Agreement (NDA)?
Freelancers often receive highly sensitive client information — business strategy, financial data, unreleased products, and customer lists. A non-disclosure agreement creates a legal obligation to keep that information confidential, protecting both the client's business and the freelancer's professional reputation.
For freelancers, NDAs also serve a protective function: they prevent clients from claiming that your general methodologies, tools, or processes belong to them as 'confidential information' of the engagement.
When do you need a Non-Disclosure Agreement (NDA)?
- ✓Before beginning any engagement where you will receive sensitive client information
- ✓When a client asks you to sign their NDA before sharing project details
- ✓When sharing your own proprietary methodologies or tools with a client
- ✓Before pitching or presenting proprietary concepts to a prospective client
Key provisions to include
Mutual or One-Way
Whether both parties or only one party has confidentiality obligations.
Definition of Confidential Information
What information is protected — be specific to avoid disputes.
Permitted Use
How you may use the client's confidential information — only for the engagement.
Duration
How long confidentiality obligations last after the engagement ends.
Exceptions
Information already public, independently known, or required to be disclosed by law.
Common mistakes to avoid
Signing a client's NDA that covers your general methodologies and processes as their 'confidential information'
Not keeping records of what confidential information was received and when — useful if a dispute arises about what was disclosed
Frequently asked questions
Should I sign the client's NDA or use my own?
Review the client's NDA carefully before signing, particularly the definition of confidential information. If it is so broad it would cover your general methodologies or pre-existing tools, negotiate a carve-out or use your own NDA. For most standard client NDAs, signing is fine if the definition is reasonable.
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