Most freelancers meet NDAs from the receiving end: a client sends a nine-page document from their legal team two hours before a kickoff call. Sometimes you're the one who needs one, because you're about to share a pricing model with a potential partner or hand a client brief to a subcontractor. Either way, the useful questions are the same. What counts as confidential, what doesn't, how long it lasts, and what you have to do with the material when the work ends.
This template gives you a short NDA you can send as either a mutual or a one-way agreement. It's deliberately narrow: it protects information, and it doesn't try to sneak in a non-compete.
TL;DR
The non-disclosure agreement template works as a mutual or one-way NDA. It defines confidential information, lists the standard exclusions, limits use to a stated purpose, allows disclosure to advisers and team members bound by similar duties, sets a two-to-five-year term with longer protection for trade secrets, and requires return or deletion at the end. Sign it before sensitive material changes hands, not after.
What's inside
- Type selector — choose mutual or one-way and delete the other wording.
- Purpose — the specific reason information is being shared.
- Definition of confidential information — what is covered, including verbal disclosures.
- Exclusions — public, already known, independently developed, received from third parties.
- Obligations — use only for the purpose, reasonable care, limited internal sharing.
- Compelled disclosure — what happens when the law requires disclosure.
- Term — how long the duty lasts, with a longer period for trade secrets.
- Return or destruction — what happens to files when the relationship ends.
- No license, no obligation to proceed, remedies and general terms.
When to use it
Use a one-way NDA when only one side is sharing: a client showing you unreleased product plans before you quote, or you sending a subcontractor a client brief. Use the mutual version when both sides will share sensitive material, such as two freelancers scoping a joint bid or a consultant and a company exploring a long engagement.
You don't need a standalone NDA if the main contract already covers confidentiality; the service contract does. And if you are bringing in another freelancer to do the work itself, the subcontractor agreement includes confidentiality plus the flow-down and IP terms you will also need.
What to check before signing a client's NDA
Hidden restrictive covenants. Non-compete and non-solicitation clauses do not belong in an NDA. If a client's NDA says you can't work for "any competitor" for two years, push back or price it in.
Overbroad definitions. "All information disclosed in any form" is normal. "All information, including general skills and know-how you use" is not. You need to keep using your skills on the next project.
Residuals clauses. Some NDAs let the receiving party use information retained in unaided memory. That is usually fine for you as a recipient and worth questioning as a discloser.
Portfolio impact. An NDA can stop you showing the work at all. If portfolio use matters, ask for a carve-out: anonymized case studies or display after public launch.
One-way when it should be mutual. If you will share your process documents, pricing or proprietary templates, ask for mutual protection.
How long confidentiality should last
For most freelance work, two to three years from the last disclosure covers the commercial life of the information. Five years is common for strategic plans or financials. Trade secrets, such as source code, recipes or algorithms, are usually protected for as long as they remain secret. Avoid a perpetual term for everything: it is harder to enforce and impossible to track.
Customize it in your COLO workspace
Keep both versions as contract templates in COLO Contracts, and send whichever one fits the situation. The other party signs in the client portal with a typed name or signature image, and you can download a PDF of the signed NDA for your files.
Common mistakes
- Signing after the information is shared. An NDA signed later may not cover what was already disclosed. Add a clause covering prior disclosures if that happens.
- No defined purpose. Without one, the recipient's permitted use is unclear.
- Ignoring team members. If you use a subcontractor or assistant, the NDA must allow sharing with people bound by similar duties.
- Forgetting the end. Note the end date in your own records and return or delete materials when the project closes.
FAQ
Q: What is the difference between a mutual and a one-way NDA?
A one-way NDA protects information flowing in one direction, usually from the client to you. A mutual NDA protects both sides, which suits partnerships, joint pitches or work where you will share your own methods and pricing.
Q: How long should an NDA last?
Two to five years after disclosure is common for business information. Trade secrets are often protected for as long as they remain secret. A term with no end date for ordinary information can be hard to enforce and hard to live with.
Q: Should a freelancer sign a client's NDA?
Usually yes, but read it first. Watch for non-compete or non-solicitation clauses hidden inside, definitions so broad they cover your general skills, and terms that would stop you showing any of the work in your portfolio.
Q: What information is not covered by an NDA?
Standard exclusions are information that is already public, that you already knew, that you developed independently, or that you received from someone else without a confidentiality duty. Disclosure required by law is also allowed, usually with notice.
Q: Do I need an NDA before a discovery call?
Only if the client will share something genuinely sensitive, such as unreleased product plans, financials or customer data. For a normal sales conversation an NDA adds friction without much protection.
Related
Read the freelance contracts guide for how an NDA fits with your other agreements.