What This Freelancer NDA Covers
A freelancer NDA serves a dual purpose: it reassures clients that their proprietary information is safe, and it protects you from inadvertently violating confidentiality obligations. Our template is specifically crafted for the unique needs of independent professionals.
- Client Confidential Information: Business strategies, customer lists, pricing models, and trade secrets shared during projects
- Project Details: Specifications, requirements, and internal communications about unreleased products or services
- Technical Data: APIs, source code, databases, and system architecture you may access during development
- Portfolio Carve-Out: Clear provisions allowing you to reference work in your portfolio (with or without client approval)
- Multi-Client Provisions: Language protecting your right to work with competing clients on non-conflicting projects
Essential Clauses for Freelancers
Portfolio Rights Clause
Explicitly preserves your right to display completed work in your portfolio. Options include immediate rights, delayed display (after launch), or display with client approval. Essential for building your professional reputation.
Non-Exclusive Engagement
Confirms you're not an exclusive contractor and may work with other clients, including competitors, on unrelated matters. Prevents clients from claiming you can't work in your entire industry.
Pre-Existing Materials
Protects tools, templates, code libraries, and methodologies you developed before the engagement. Ensures you don't accidentally transfer ownership of your core assets.
Reasonable Time Limits
Sets appropriate confidentiality periods (typically 2-3 years for general information, longer for true trade secrets). Avoids perpetual obligations that could haunt your career.
Residual Knowledge
Allows you to use general skills, knowledge, and experience gained during the project. You can't be expected to forget everything you learned while working.
Mutual Obligations
Optionally makes the NDA mutual, protecting your own confidential information (rates, processes, client lists) from disclosure by the client.
Freelancer NDA vs. Standard NDA
Understanding the key differences helps you negotiate better terms with clients.
| Feature | Standard Employee NDA | Freelancer NDA |
|---|---|---|
| Portfolio Rights | Rarely included | Explicitly protected |
| Work with Competitors | Usually prohibited | Allowed for unrelated work |
| Pre-Existing IP Protection | Often overlooked | Clearly carved out |
| Duration | Often perpetual | Reasonable time limits |
| Subcontractor Use | Prohibited or unclear | Permitted with flow-down |
Practical Tips for Freelancers
1. Always Read Before Signing
Many clients send boilerplate NDAs designed for employees. Push back on overly restrictive terms, especially non-competes disguised as confidentiality provisions.
2. Keep Records of Pre-Existing Work
Document your tools, templates, and code libraries before starting new projects. This proves what you owned beforehand if disputes arise.
3. Negotiate Portfolio Rights Upfront
It's much easier to negotiate display rights before starting work than after the project is complete and the client has leverage.
4. Understand What's Actually Confidential
Push back on overly broad definitions that include publicly available information or industry-standard practices.
5. Consider Mutual NDAs
If you're sharing your own proprietary methods or rates, ask for a mutual NDA that protects both parties.
Related Resources
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