Agency Contractor NDA

Traditional Staffing Agency

You're placed at a client site through an agency like Robert Half, Randstad, or Kforce. The agency is your employer of record.

You sign the agency's standard NDA and employment docs
Agency has master service agreement with client
May need to sign client's NDA separately
Agency handles payroll and benefits
Watch for non-compete provisions in agency docs

Freelance Platforms

You find work through Upwork, Toptal, Fiverr, or similar platforms. The platform facilitates the relationship.

Platform terms include confidentiality provisions
Client may have additional NDA requirements
IP ownership often addressed in platform terms
Payment protection through platform escrow
Review platform's liability and dispute terms

Consulting Firm Subcontract

A consulting firm wins a project and brings you in as a specialist. You're their subcontractor, not the client's.

Sign NDA with consulting firm (prime contractor)
Firm's NDA with end client flows down to you
May need direct NDA with end client for access
IP typically assigned to prime, then to client
Liability caps important in subcontract terms

Employer of Record (EOR)

An EOR like Deel, Remote, or Oyster handles employment compliance while you work for a foreign company.

EOR is technical employer in your country
Actual direction comes from the end company
May sign NDAs with both EOR and end company
IP assignment flows through EOR structure
Local employment laws may override contract terms

Key Issues in Agency NDAs

1. Who Claims Your IP?

When working through an agency, IP ownership can get complicated:

The agency may claim ownership of everything you create "in connection with" placements
The end client's agreement with the agency typically assigns all IP to the client
If you sign directly with the client, ensure it's compatible with agency terms
Your pre-existing IP should be carved out in ALL agreements

2. Who Can You Work For?

Agency NDAs often include restrictions beyond confidentiality:

Non-solicitation: Can't hire or be hired by the end client directly (bypassing agency)
Non-compete: Can't work for competitors (may be overly broad)
Conversion fees: High fees if client hires you directly
Industry restrictions: May limit work in entire sectors

3. Whose Confidential Information?

You may have access to multiple parties' confidential information:

Agency's business information (rates, client lists, processes)
End client's proprietary information (what you work on)
Other contractors' work (if part of a team)
Each may have different protection requirements

4. Liability and Indemnification

Agency agreements often include significant liability provisions:

You may indemnify the agency for your actions
Agency indemnifies the client under their agreement
Ensure liability is proportionate to your fees
Watch for unlimited liability or lack of caps

Comparing Your NDA Obligations

Use this table to compare the key terms across your agency and end client NDAs:

Issue	Your Agency NDA	End Client NDA	Potential Conflict?
IP Ownership	Who owns work product?	Who owns work product?	Both can't own 100%
Duration	How long do obligations last?	How long do obligations last?	Different timelines = confusion
Definition of Confidential	What's covered?	What's covered?	Inconsistent scope
Non-Compete	Industry/client restrictions?	Industry/client restrictions?	Overlapping restrictions
Governing Law	Which jurisdiction?	Which jurisdiction?	Different legal standards

Best Practices for Agency Work

Before Accepting the Engagement

Request both the agency NDA and end client NDA before starting work
Compare the two documents side-by-side for conflicts
Ask the agency how their terms interact with the client's
Clarify the chain of IP assignment (you → agency → client)
Understand what happens if you're offered direct employment

During the Engagement

Keep clear records of what confidential information you access
Maintain separate files/folders for different clients if you have multiple
Document your pre-existing work to prove what you brought to the engagement
Follow both the agency's and client's security requirements
Route questions about confidentiality through your agency contact

After the Engagement Ends

Follow return/destruction requirements for both parties
Understand what confidentiality obligations survive termination
Track any non-solicitation or non-compete windows
If the client offers direct employment, review your agency terms first
Keep copies of executed agreements for your records

The Three-Party Challenge

You (Contractor)

Staffing Agency

End Client

Common Agency NDA Scenarios