A Non-Disclosure Agreement (NDA) is a crucial element for freelancers to protect sensitive information shared during a project. These clauses ensure that confidential information remains private and secure. Below are three practical examples of NDA clauses that freelancers can incorporate into their contracts.
In this clause, the NDA clearly defines what constitutes confidential information. This is essential to establish the scope of what needs to be protected.
Freelancers may use this clause when entering into agreements with clients who share proprietary data, business strategies, or creative concepts. By clearly defining what is considered confidential, both parties are on the same page regarding what information must be safeguarded.
**Confidential Information:** For the purpose of this Agreement, “Confidential Information” shall include all written, electronic, or oral information that is disclosed to the Freelancer by the Client, including but not limited to business plans, marketing strategies, financial data, customer lists, and any other proprietary information. Confidential Information does not include information that is: (a) publicly available; (b) was known to the Freelancer prior to disclosure; or (c) obtained from a third party without breach of any obligation of confidentiality.
Notes: Ensure that the definition is tailored to the specific project and includes all relevant categories of information.
This clause outlines the responsibilities of the freelancer regarding the handling of confidential information. It is particularly useful when freelancers are given access to sensitive client data.
This example can be used when freelancers are asked to sign an NDA before beginning a project that involves proprietary software, business processes, or client databases.
**Obligations of the Freelancer:** The Freelancer agrees to maintain the confidentiality of the Confidential Information and shall not disclose it to any third parties without the prior written consent of the Client. The Freelancer shall take all reasonable precautions to protect the confidentiality of the Confidential Information, including but not limited to implementing appropriate physical and electronic security measures. The Freelancer shall only use the Confidential Information for the purpose of fulfilling their obligations under this Agreement and shall not use it for any personal gain or benefit.
Notes: Customize the obligations to reflect the nature of the project and the level of access to confidential information.
This clause specifies the time frame during which the confidentiality obligation applies. It is essential for determining how long the freelancer must keep the information confidential after the project ends.
Freelancers might include this clause when entering into agreements that involve long-term projects or sensitive information that could be valuable even after the project is completed.
**Duration of Confidentiality:** The obligations of confidentiality set forth in this Agreement shall remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information. Upon the expiration of this period, the Freelancer shall no longer be bound by the confidentiality obligations concerning the disclosed information, provided that the information is not otherwise publicly available. The Freelancer acknowledges that the Client may suffer irreparable harm in the event of a breach of this Agreement and that monetary damages may not be a sufficient remedy.
Notes: The duration can be adjusted based on the nature of the information and the needs of both parties.