Contractor NDA template for freelancers and agencies

The outline above is the actual agreement the generator builds. In plain language, its sections do the following.

• Definitions. Confidential Information is anything the company shares for the Purpose that is marked confidential or reasonably understood to be. The Purpose is the contractor performing services for the company. Representatives include the contractor's staff and advisors and only those subcontractors the company has approved in writing.
• Exclusions. Public information, prior knowledge, independent development and lawful receipt from a third party are excluded, with the contractor carrying the burden of proof.
• Obligations of the contractor. Use only for the services and never to compete with the company or solicit its customers, no unauthorized disclosure, at least reasonable care, no reverse engineering of software, prototypes or samples, and prompt notice and cooperation after a leak.
• Permitted and compelled disclosures. Sharing with Representatives who need to know and are bound by similar duties, with the contractor responsible for their breaches, plus a subpoena and court order procedure and disclosure with written consent.
• Return or destruction. Within 15 days of a written request, and in any event after the term, the contractor returns or destroys all copies and confirms it in writing on request. Hard-to-reach backups and legally required copies may stay but remain confidential.
• No license and no warranty. The company keeps ownership of its information, and information is provided as is.
• Independent contractor relationship. No employment, partnership or agency relationship, the contractor is responsible for its own people's pay, taxes and benefits, fees and scope live in the separate services agreement or statement of work, and the contractor will not bring in other clients' confidential information.
• Optional non-solicitation. During the engagement and for 12 months after, no soliciting company employees the contractor worked with, to the extent the law allows. General job ads and search firms do not count.
• Term and survival. The engagement ending does not end the duties, a confidentiality period runs after the term, and trade secrets stay protected while they qualify.
• Protected activity and DTSA notice. The contractor may report to government agencies and testify truthfully, and receives the whistleblower immunity notice from 18 U.S.C. 1833(b).
• Governing law, venue and local law. Your chosen state, with a local law clause for individual contractors whose home state requires its own law or courts.

An NDA protects information. It does not transfer ownership of the work the contractor creates. Under US copyright law, work made by an independent contractor generally belongs to the contractor unless there is a signed written assignment or the work falls into the narrow work made for hire categories. Code, designs and copy should therefore be assigned to you in the services agreement or statement of work, together with fees, deliverables and acceptance.

The template is built to sit next to that document. Its relationship clause sends scope and fees to the services agreement, and it says the NDA controls on confidentiality unless the services agreement expressly states otherwise. If a contractor sends its own NDA with an IP assignment or a non-compete tucked inside, an AI NDA review flags it so you can move it to the right contract. For app projects in particular, see NDA for app development.

1. Generate the NDA with the contractor's business name, the term and governing law.
2. Send it for e-signature. The contractor signs from a personal link in the browser, no account needed.
3. Grant access to repositories, drives or customer data only after the status turns to signed.
4. Find the signed copy later in the NDA register by contractor name, and get reminders before it expires.