Best examples of confidentiality agreement examples for contractors in 2025

Real‑world examples of confidentiality agreement examples for contractors

Let’s skip theory and go straight to what people actually sign. Below are several examples of confidentiality agreement examples for contractors across industries. Each one is written in everyday contract language, with a quick breakdown of when you’d use it.

Example 1: Short “plug‑and‑play” clause for a solo freelancer

This is the kind of example of a clause you’d drop into a one‑page independent contractor agreement for a graphic designer, copywriter, or virtual assistant.

Confidentiality. Contractor agrees that all non‑public information disclosed by Client, including but not limited to business plans, customer lists, financial information, passwords, marketing strategies, and unpublished creative materials ("Confidential Information"), will be used solely for the purpose of performing services under this Agreement. Contractor will not disclose Confidential Information to any third party without Client’s prior written consent and will take reasonable steps to protect it from unauthorized use or disclosure. These obligations continue for three (3) years after this Agreement ends.

Why this works:

• Short enough that freelancers actually read it.
• Defines confidential information broadly but clearly.
• Sets a realistic time limit (three years), which many contractors find easier to accept than “forever.”

This is one of the best examples to start with if you’re building a contract template for creative or admin contractors.

Example 2: Tech startup contractor working with source code and AI tools

Remote tech work exploded after 2020, and by 2024–2025, most engineering contractors touch multiple tools: GitHub, cloud platforms, and now AI coding assistants. You need stronger language. Here’s an example of a more detailed clause:

Confidentiality and Code Security. Contractor acknowledges that, in performing services, Contractor may access Client’s source code, system architecture, security configurations, and proprietary algorithms ("Technical Confidential Information"). Contractor will:

(a) access Technical Confidential Information only through Client‑approved systems and accounts;

(b) not upload Client’s code, data, or proprietary prompts to any public AI model, training dataset, or online repository that is not expressly approved in writing by Client;

(c) implement commercially reasonable security measures, including device password protection, updated antivirus software, and encrypted storage where available; and

(d) notify Client in writing within forty‑eight (48) hours of becoming aware of any actual or suspected unauthorized access, disclosure, or security incident involving Technical Confidential Information.

Contractor’s obligations under this Section survive indefinitely with respect to trade secrets and for five (5) years after termination of this Agreement for all other Technical Confidential Information.

This reflects current concerns about:

• Contractors pasting client code into public AI tools.
• Security expectations for BYOD (bring your own device).
• Incident reporting timelines, which are now standard in vendor contracts.

For context on trade secrets and long‑term protection, the U.S. Small Business Administration has a plain‑English overview here: https://www.sba.gov/business-guide/launch-your-business/choose-business-structure (see their intellectual property and trade secret guidance).

Example 3: Marketing agency contractor with portfolio and case study rights

Marketers and designers want to show their work; clients want confidentiality. This example of language balances both:

Confidentiality and Portfolio Use. Except as expressly permitted below, Contractor will keep all Client non‑public information confidential and will not disclose it to any third party without Client’s prior written consent. Notwithstanding the foregoing, Contractor may display final, publicly launched deliverables (such as published ads, live websites, or publicly accessible videos) in Contractor’s portfolio, on social media, or on Contractor’s website, provided that:

(a) such use does not reveal non‑public performance data, budgets, internal strategies, or customer identities; and

(b) Contractor removes or modifies any material that Client reasonably requests to be taken down, within five (5) business days of such request.

All non‑public campaign data, A/B test results, login credentials, and customer information will be treated as Confidential Information and will not be used for any purpose other than performing services for Client.

This is one of the best examples of a compromise clause: the contractor keeps a portfolio; the client keeps data and strategy confidential.

Example 4: Healthcare‑adjacent contractor with privacy‑heavy work

If a contractor touches health‑related data (even if you’re not a hospital), your confidentiality language should reflect higher privacy expectations. Think medical billing, wellness apps, or telehealth marketing. Here’s a more protective example of a clause:

Confidentiality and Protected Information. Contractor understands that, in the course of performing services, Contractor may have access to individually identifiable health information or other sensitive personal data ("Protected Information"). Contractor will:

(a) access Protected Information only when necessary to perform the services and only through Client‑approved systems;

(b) not copy, download, or store Protected Information on personal devices except as strictly necessary and only with appropriate technical safeguards (such as device encryption and password protection);

(c) not share Protected Information with any subcontractor or third party without Client’s prior written consent; and

(d) immediately notify Client of any suspected loss, theft, or unauthorized disclosure of Protected Information.

Contractor acknowledges that misuse or disclosure of Protected Information may violate applicable privacy laws and may subject Contractor to legal liability and injunctive relief.

If you operate in a regulated health environment, this clause should be paired with compliance language referencing HIPAA or other laws. The U.S. Department of Health & Human Services provides accessible guidance on HIPAA obligations here: https://www.hhs.gov/hipaa/index.html.

Example 5: Non‑disclosure for a startup’s pre‑launch product contractor

When a startup hires a contractor before launch—say, for UX design, social media, or QA testing—leaks can kill the surprise. This example of a clause focuses on pre‑launch secrecy:

Pre‑Launch Confidentiality. Contractor acknowledges that Client is developing products, features, and marketing campaigns that have not yet been publicly announced ("Pre‑Launch Information"). Contractor agrees not to disclose, publish, or discuss any Pre‑Launch Information, including screenshots, feature descriptions, pricing, or internal timelines, with any third party or on any social media platform, blog, or public forum, without Client’s prior written consent. Contractor will not use Pre‑Launch Information to build, advise on, or assist with any competing product or service during the term of this Agreement and for one (1) year thereafter.

This is one of the best examples of confidentiality agreement examples for contractors in early‑stage tech, because it explicitly calls out social media and competition.

Example 6: Virtual assistant handling passwords and inbox access

Virtual assistants often have the keys to everything: email, calendars, CRMs, even banking portals. That risk deserves its own language. Here’s an example of a focused VA clause:

Access Credentials and Confidential Information. Client may provide Contractor with usernames, passwords, authentication tokens, and other access credentials ("Credentials") in order to perform the services. Contractor will:

(a) use Credentials solely for the benefit of Client and only as directed by Client;

(b) not share Credentials with any third party, including subcontractors, without Client’s prior written consent;

(c) log out of Client accounts at the end of each work session on shared or public devices; and

(d) promptly inform Client if Contractor becomes aware that any Credentials may have been compromised.

All information accessible through Client’s email, messaging platforms, calendars, and cloud storage will be treated as Confidential Information, regardless of whether it is marked “confidential.”

This example of language is especially relevant in 2025, when so many VAs are fully remote and using their own devices.

Example 7: Agency using subcontractors and offshore teams

Sometimes the “contractor” is actually an agency that uses its own subcontractors or offshore teams. You need the agreement to push confidentiality obligations down the chain. Here’s an example of how to do that:

Subcontractors and Third‑Party Personnel. Contractor may not engage subcontractors or third‑party personnel to perform services involving Client’s Confidential Information without Client’s prior written consent. Contractor will ensure that any approved subcontractor or third‑party personnel who accesses Confidential Information is bound by written confidentiality obligations at least as protective as those in this Agreement. Contractor remains fully responsible for any breach of this Agreement by its subcontractors or third‑party personnel as if such breach were Contractor’s own.

This is one of the best examples of a “flow‑down” clause—standard in larger vendor agreements and increasingly common in small‑business contracts.

Example 8: Post‑project return and deletion of client data

The project ends, but the files live on forever in someone’s Dropbox. This example of a clause addresses that lingering risk:

Return and Deletion of Confidential Information. Upon the earlier of (a) Client’s written request or (b) termination of this Agreement, Contractor will promptly (and in any event within ten (10) business days): (i) return to Client or, at Client’s direction, securely destroy all tangible materials containing Confidential Information; and (ii) permanently delete or securely anonymize all electronic copies of Confidential Information in Contractor’s possession or control, except to the extent retention is required by law or standard data backup practices. Upon Client’s request, Contractor will provide a written certification confirming such return, destruction, and deletion.

Given how common long‑term cloud storage is in 2025, this is one of the most practical examples of confidentiality agreement examples for contractors that you can add to almost any template.

How to adapt these examples of confidentiality agreement examples for contractors

You should never copy and paste blindly, but you absolutely can use these as building blocks. When you adapt examples of confidentiality agreement examples for contractors, pay attention to four things:

1. Scope: What actually counts as confidential?

For a software engineer, source code and architecture matter most. For a sales consultant, it’s pricing, leads, and scripts. For a VA, it’s inboxes and passwords. The best examples of confidentiality clauses:

• Define confidential information in a way that fits the work.
• Exclude things that are already public or independently known.
• Clarify whether “confidential” must be labeled or is automatic.

If you’re unsure how broad your definition should be, reviewing general contract guidance from neutral sources like Cornell Law School’s Legal Information Institute can help you understand standard legal phrasing: https://www.law.cornell.edu/wex/contract.

2. Duration: How long does confidentiality last?

Contractors are understandably wary of “forever.” Many real examples:

• Use 2–5 years for general business information.
• Use “indefinite” or “as long as it qualifies as a trade secret” for true trade secrets.

When you look at different examples of confidentiality agreement examples for contractors, notice how they often split duration: one period for normal business info, a longer one for trade secrets.

3. Security expectations in 2024–2025

Remote work and AI tools changed the risk profile. Modern, realistic examples include:

• Minimum security measures (passwords, encryption where available, updated antivirus).
• Rules about AI tools: no uploading client data to public models without written approval.
• Incident reporting timelines (24–72 hours is common in vendor contracts now).

If your contractor handles sensitive personal data, it’s worth skimming U.S. Federal Trade Commission guidance on data security for small businesses: https://www.ftc.gov/business-guidance/small-businesses.

4. Carve‑outs and portfolio rights

Some of the best examples balance protection with practicality:

• Allowing contractors to show public‑facing work in portfolios.
• Allowing aggregated, anonymized learnings (e.g., “I increased open rates by 25%,” without naming the client).
• Carving out information that becomes public through no fault of the contractor.

When reviewing real examples, ask: does this clause let the contractor continue their career without accidentally breaching confidentiality?

Common mistakes people make with contractor confidentiality

Looking across many real examples of confidentiality agreement examples for contractors, the same mistakes keep popping up.

Overly vague definitions. Saying “everything related to the business is confidential” sounds powerful but can be hard to enforce. Courts often prefer specific, reasonable definitions.

No mention of modern tools. Contracts from 2015 rarely mention AI, cloud storage, or password managers. In 2025, ignoring those realities is risky. The better examples at least reference approved tools and basic security.

Ignoring subcontractors. Agencies or senior consultants frequently use junior help. If your agreement doesn’t mention subcontractors, you may have a gap.

No exit plan for data. Without a return/deletion clause, client files can sit in a contractor’s backups for years. That’s a quiet but real risk.

Copying employee NDAs for contractors. Employees and independent contractors are not the same in the eyes of the IRS or labor agencies. Over‑controlling language can even create misclassification risk. The U.S. Department of Labor describes independent contractor vs. employee distinctions here: https://www.dol.gov/agencies/whd/flsa/misclassification.

FAQ: examples of contractor confidentiality questions

Q1. Can you give an example of a simple confidentiality sentence I can add to a short contract?
Yes. A very short example of a clause is:
“Contractor agrees to keep all non‑public information received from Client confidential and to use such information only to perform the services under this Agreement.”
You’d usually expand this with definitions and duration, but this is a clean starting point.

Q2. Are one‑page NDAs for contractors enforceable, or do I need a long document?
Short NDAs can be enforceable if they clearly define confidential information, obligations, and duration. Many of the best examples of confidentiality agreement examples for contractors are one or two pages. Enforceability depends more on clarity and reasonableness than on length.

Q3. Do I need a separate NDA if my independent contractor agreement already has a confidentiality clause?
Often you don’t. Many real examples include confidentiality directly in the independent contractor agreement. Some companies still use a separate NDA if they share sensitive information before signing the full contract, or if they want a standalone document for internal tracking.

Q4. What are examples of information that should not be labeled confidential?
Common carve‑outs in examples of confidentiality agreement examples for contractors include: information that is or becomes public through no fault of the contractor; information the contractor already knew before disclosure; information received from another source that is not bound by confidentiality; and information independently developed without using the client’s confidential information.

Q5. Can I stop a contractor from using what they learned with me to help future clients?
You can restrict use of specific confidential documents, data, and strategies. But most examples stop short of banning a contractor from using their general skills and experience. Overly broad restrictions can be hard to enforce and may look like a non‑compete, which is increasingly disfavored in the U.S.

If you’re drafting or revising your own template, use these examples of confidentiality agreement examples for contractors as reference points, then adjust the language to fit your industry, the sensitivity of the data, and the way you actually work with independent contractors. And when in doubt, have a qualified attorney review your final draft before you start sending it out for signatures.