Should a Freelancer Sign an NDA?

Yes, freelancers commonly sign NDAs.

A client may have legitimate reasons to protect product plans, customer information, financial data or unreleased work.

The question is not whether NDAs are inherently bad.

It is:

What exactly am I promising to keep confidential, and does the agreement go further than necessary?

What is an NDA?

An NDA — non-disclosure agreement — is a contract restricting how confidential information may be used or disclosed.

It may be:

• one-way, protecting only the client's information;
• mutual, protecting both parties.

An NDA can exist on its own or as part of the main freelance contract.

Check the definition of confidential information

Broad wording may cover:

all information relating to the Client, whether or not marked confidential.

Ask whether the definition excludes information that:

• is already public;
• you already knew;
• you develop independently;
• you receive lawfully from someone else.

Those exclusions can make the boundary much clearer.

How long does the NDA last?

Some obligations last for a fixed period. Others continue indefinitely.

Different information may justify different treatment.

A trade secret may remain sensitive for years. A launch date may become public next month.

Ask whether the duration makes sense for the information involved.

Does the NDA restrict your portfolio?

A broad NDA can prevent you from:

• naming the client;
• showing completed work;
• publishing a case study;
• discussing the project.

If portfolio use matters, check it explicitly rather than assuming it is allowed.

Does it cover your general knowledge?

Be cautious if the NDA appears to restrict:

• skills;
• general experience;
• know-how;
• ideas developed independently.

Protecting client information is different from preventing you using your own professional capability elsewhere.

Can you share information with advisers?

You may need to disclose information to:

• subcontractors;
• accountants;
• lawyers;
• insurers.

Check whether the NDA permits this and what obligations those people must follow.

NDA versus non-compete

An NDA protects information.

A non-compete restricts work.

If the agreement says you cannot work for competitors “because of confidentiality”, check whether the document is doing more than an NDA normally would.

See Freelance Confidentiality Clauses: What Should You Look Out For?.

Questions to ask before signing

Check:

• What information is confidential?
• What is excluded?
• How long does the obligation last?
• Can you use the work in your portfolio?
• Can you disclose information to advisers?
• What happens when the project ends?
• Are deletion requirements realistic?
• Does the NDA contain hidden work restrictions?

Should you sign?

Often, yes — if the terms match the legitimate need to protect sensitive information and you understand the practical effect.

But do not assume that every NDA is standard simply because of the label.

PactRivet can review confidentiality wording in your agreement and identify where the definition, duration or restrictions deserve a closer look.

Related guide

For a broader look at this area, see Freelance Confidentiality Clauses: What Should You Look Out For?.

PactRivet provides general information and questions to consider. It is not legal advice.