When does a freelancer need an NDA?
An NDA (non-disclosure agreement) is a contract that says information you learn during work cannot be shared. Many clients ask for a signed NDA before they show you unreleased product ideas, source code, customer lists or internal numbers.
It is not always necessary. If you work with public information or with material that is already published, an NDA is more about form than protection. If you instead see into an unreleased product, sensitive financial data or a client’s systems, it is reasonable.
Checklist: what a freelancer NDA should cover
There are many ways to write an NDA. It should still cover the following points to be clear:
1. The parties
Who is the “discloser” (the one sharing the information) and who is the “recipient” (you, the freelancer). If the client’s parent company or subsidiaries should also be protected, name them. Use full legal names and company registration numbers.
2. What counts as confidential
One of the most important clauses. Define what is considered confidential information. Two common approaches: everything exchanged during the work, or only what is marked “confidential”. The first is broader but risks binding you too much. The second is narrower but requires discipline on marking.
3. Exceptions
Standard exceptions: information that is already public, that you knew before, or that you later receive from a third party without a duty of confidentiality. Include that you may share information if the law requires it (for example a court order).
4. What purpose the information may be used for
An NDA should say that you may only use the information to perform the engagement. That prevents a client from later claiming you used the information for something other than what you agreed.
5. How long the duty lasts
Three to five years is common for most freelance work. Indefinite confidentiality is rarely appropriate and can make the agreement difficult to enforce. Trade secrets have separate protection under EU trade-secrets law and do not need to sit forever in the NDA.
6. Return or deletion
What happens to the information after the work ends? Should you delete files, return prototypes, wipe code locally? Be explicit, and note that requirements to delete from all backups are rarely practical.
7. Consequences of breach
The standard wording is that the discloser may claim damages for loss caused by the breach. Some NDAs include a liquidated damages clause. Check that it is reasonable: a fixed amount per breach can be defensible; an amount you cannot pay is not.
8. Governing law and venue
Your country’s law and your local court is the usual starting point for a freelancer. If the client is international, the contract may say their law applies. Decide whether that is acceptable, or negotiate.
9. Signature method
An NDA is typically a document where a simple electronic signature (SES) is enough. You can sign it yourself in the browser with Signoo, or send it to the client for signing. Both parties should keep a copy.
Where do you find a template?
We do not supply a downloadable NDA template, for two reasons. First, an NDA template is a legal document, and the wrong template gives false safety. Second, templates often get used for document types they were not written for.
Bar associations, freelance industry bodies and accountancy groups in your country generally publish good starting points. For a small engagement you can also ask the client for their standard template and read it carefully. If the value or the risk is high, talk to a lawyer.
Once the NDA is ready
Upload it to Signoo, place the signature fields, and send it to the client. Both parties get a copy in their inbox, and an audit trail follows the document.