The Confidentiality Clauses Smart Freelancers Actually Use

Why freelancers need more than a one-line NDA

If you’ve ever signed a client’s six-page NDA without reading it because you “just want to start the project,” you’re in good company. But here’s the problem: vague or one-sided confidentiality language can follow you for years.

A quick example. Maya, a UX designer, had a line in her contract that simply said she would “keep all client information confidential.” Sounds reasonable, right? Six months later, a different client asked her to present a case study. She blurred the logo, changed the colors, and still got a very annoyed email: “You’re not allowed to share any work you did for us, even anonymized.” Was that actually true? Her clause was so broad that arguing about it would’ve cost more than the project fee.

So the real question isn’t “Should I have a confidentiality clause?” It’s: what exactly does that clause cover, for how long, and for whom?

Let’s get into the wording that answers those questions clearly.

What should confidentiality wording actually cover?

Before we look at examples, it helps to know the moving parts you’re trying to capture. In a project-based freelance contract, a solid confidentiality clause usually touches on:

• What counts as confidential information
• What doesn’t count as confidential information
• How each party must protect that information
• How long the duty of confidentiality lasts
• When disclosure is allowed (lawyers, accountants, legal requirements)
• What happens if there’s a breach

If you skip any of these, you end up with the kind of gray area that turns into tense emails later.

Sample definition: what is “Confidential Information” really?

Most freelancers either define nothing (too vague) or define everything (too restrictive). There’s a middle ground that works well for project-based work.

Here’s a sample you can adapt:

“Confidential Information” means any non-public information that one party (the “Disclosing Party”) provides to the other party (the “Receiving Party”) in connection with this Project, whether disclosed orally, in writing, electronically, or by access to systems or facilities. Confidential Information includes, without limitation, business plans, financial data, customer or user information, marketing strategies, product roadmaps, technical specifications, proprietary processes, and any work-in-progress materials.

That’s the baseline. But you also want to carve out what doesn’t get locked down forever.

A practical carve-out might look like this:

Confidential Information does not include information that:

• is or becomes publicly available through no fault of the Receiving Party;
• was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
• is received from a third party without breach of any duty of confidentiality; or
• is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Why this matters in real life: imagine you’re a copywriter who specializes in SaaS onboarding emails. You don’t want a client later claiming they “own” the general framework you’ve used with ten other startups. This carve-out protects your right to keep using your own know-how.

Mutual vs one-way: who’s actually protected here?

A lot of client-drafted NDAs only protect the client. That’s fine if you’re sharing nothing sensitive. But if you:

• share pricing structures,
• reveal subcontractors or white-label partners,
• give access to your internal templates or systems,

…then your information deserves the same treatment.

Here’s mutual wording you can use inside a project-based contract:

Each party, as a Receiving Party, agrees to:

• use the Disclosing Party’s Confidential Information solely for purposes of performing or receiving the services under this Agreement;
• not disclose the Confidential Information to any third party except as expressly permitted in this Agreement; and
• take reasonable measures to protect the Confidential Information from unauthorized use or disclosure, which shall be at least the same degree of care the Receiving Party uses to protect its own confidential information of a similar nature, but not less than reasonable care.

That “each party” phrasing is doing a lot of quiet work for you.

How long should confidentiality last in a freelance project?

This is where contracts often get… ambitious. “In perpetuity” sounds dramatic, and sometimes it’s justified (trade secrets, proprietary algorithms, health data). But for most freelance projects, a clear, finite period is more realistic.

A balanced version:

The obligations in this Section shall begin on the Effective Date and continue for a period of three (3) years after termination or completion of this Agreement, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

If you’re working with highly sensitive data (think health, finance, or government work), the timeline may need to be longer or tied to specific regulations. In those cases, you’ll sometimes see references to laws like HIPAA in the U.S. For orientation on how long certain records and data are typically protected in regulated environments, resources like the U.S. Department of Health & Human Services can be helpful.

Can you ever share project work in your portfolio?

This is the part freelancers care about most and clients often forget to address. If your confidentiality clause is too strict, you can’t even mention the project happened, let alone show screenshots.

Instead of hoping the client is “okay with it later,” bake it into the clause. For example:

Notwithstanding the foregoing, the Client grants Freelancer a limited, revocable, non-exclusive license to display the final, publicly released deliverables created under this Agreement in Freelancer’s portfolio (including website and pitch materials), provided that:

• any Client Confidential Information (such as non-public data, internal documents, or user lists) is removed or anonymized; and
• Freelancer complies with any written brand or publicity guidelines provided by Client.

This is how Liam, a freelance developer, avoided a headache with a fintech client. His clause allowed portfolio use only after the product was publicly launched and required removal of internal dashboards. When someone in marketing panicked about “screenshots on your site,” he just pointed to the signed agreement. Conversation over.

If your client truly doesn’t want any public mention, you can negotiate. Maybe you:

• use a generic description (“global e-commerce company” instead of the brand name),
• show work only in private pitches, or
• delay any sharing for a set time after launch.

But don’t leave it to an informal email thread. Put it in the clause.

Handling subcontractors, VAs, and collaborators

If you ever bring in help—a developer, designer, virtual assistant—you’re still on the hook for confidentiality. That needs to be clear in your contract.

Here’s a practical way to cover it:

Freelancer may disclose Client’s Confidential Information to Freelancer’s employees, contractors, or professional advisors (“Representatives”) solely as necessary to perform the services, provided that such Representatives are bound by written obligations of confidentiality and restricted use no less protective than those set forth in this Agreement. Freelancer shall remain responsible for any breach of this Section by its Representatives.

This is how you avoid the “my VA saw your customer list” problem turning into a legal nightmare.

When disclosure is allowed (and when it’s mandatory)

There are a few situations where disclosure is either unavoidable or legally required. Your clause should acknowledge that reality instead of pretending it will never happen.

A standard carve-out looks like this:

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party prompt written notice and reasonably cooperates, at the Disclosing Party’s expense, in any effort to limit or contest such disclosure.

This protects you if, say, your records get subpoenaed in a dispute you didn’t start. It also signals to the client that you’re not promising impossible secrecy in the face of legal process.

What happens if someone breaches confidentiality?

Most freelancers don’t want to think about this, but it’s the part that gives your clause teeth. You don’t need scary language—just clear consequences.

You’ll often see something like:

The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or curtail any actual or threatened breach of this Section, without the necessity of posting bond.

Is a court actually going to rush in with an injunction over a freelance project? Maybe, maybe not. But the clause:

• makes the seriousness clear,
• reminds both sides there are real consequences, and
• aligns with common contract practice.

For a broader sense of how contracts and remedies work in U.S. law, the contract basics from places like Cornell Law School’s Legal Information Institute are worth a skim.

Industry-specific tweaks: not all projects are equal

Some work needs extra layers. A few quick adjustments you might need, depending on your niche:

Health, wellness, or anything touching medical data

If you’re anywhere near protected health information in the U.S., you’re playing in HIPAA territory. Even if you’re “just” a designer working on a patient portal, your client may need a Business Associate Agreement (BAA) and stricter confidentiality terms.

Your clause might reference compliance with applicable health privacy laws and restrict where data is stored or processed. For background, the HHS HIPAA overview is a good starting point.

Finance, legal, or government projects

Expect:

• longer confidentiality periods,
• tighter limits on subcontracting,
• sometimes even security requirements (VPNs, encrypted storage, specific tools).

Here, you might see language about “safeguards appropriate to the sensitivity of the information” and explicit bans on storing data in certain jurisdictions or consumer-grade tools.

Marketing, branding, and product launches

In these projects, the biggest risk is often timing. The client doesn’t want leaks before launch. You can handle that with a focused clause:

Freelancer shall not disclose or publicly reference the Project, the Client’s involvement, or any related deliverables prior to the Client’s public launch or written approval, whichever occurs first, except as required to perform the services.

After launch, your more general portfolio rights clause can kick in.

How to talk about confidentiality with clients without sounding paranoid

You don’t have to pitch this as “legal armor.” You can frame it as basic professionalism.

A simple script:

“I include a standard confidentiality clause in all my project contracts. It protects both your sensitive information and my proprietary methods. If you already have an NDA you prefer, I’m happy to review it and make sure it lines up with this project.”

Most serious clients will actually be relieved you brought it up—it signals you’re used to handling sensitive information.

If they push back hard on any portfolio rights, that’s your cue to decide whether the fee justifies going completely quiet. Sometimes it does. Often it doesn’t.

Quick checklist: does your clause do these jobs?

When you look at your current freelance contract, ask yourself:

• Does it clearly define what is and isn’t confidential?
• Does it protect both you and the client, or just one side?
• Does it specify how long confidentiality lasts?
• Does it allow reasonable portfolio use (or at least address it)?
• Does it cover subcontractors and assistants you might involve?
• Does it say what happens if there’s a legal requirement to disclose?
• Does it outline consequences for a serious breach?

If you’re missing more than a couple of these, it’s worth revisiting the wording before your next project.

And one final note: contract templates and examples are a starting point, not a substitute for tailored legal advice. For bigger deals or highly regulated industries, running your draft past a qualified attorney in your state is money well spent.

FAQ: freelancers’ most common confidentiality questions

Can a client stop me from ever mentioning we worked together?

They can try, and some will. Whether that’s acceptable comes down to negotiation. If the contract says you can’t use their name or work in any way, you can push for at least:

• anonymous case studies (“enterprise SaaS client in the logistics sector”), or
• permission to show work privately in one-on-one pitches.

If they won’t budge, decide if the fee and experience are worth a completely silent project.

Do I really need a separate NDA if my contract has a confidentiality clause?

Not always. A well-drafted confidentiality section inside your main project agreement often covers what a standalone NDA would. Some companies insist on their own NDA for internal compliance reasons. In that case, read it carefully and make sure it doesn’t conflict with your contract, especially around portfolio use and ownership of your pre-existing materials.

What if the client sends me their NDA and it’s way too restrictive?

You’re allowed to push back. Common edits freelancers request:

• limiting the confidentiality period (for example, from “forever” to a set number of years),
• adding portfolio rights for final, public deliverables,
• making the NDA mutual so your information is protected too.

If they refuse all edits, that’s a risk decision, not just a paperwork decision.

Am I responsible if my VA or subcontractor leaks client information?

Unless your contract says otherwise, the client will treat their breach as your breach. That’s why your agreement should:

• require you to bind them to similar confidentiality obligations, and
• make clear you remain responsible for their behavior.

On your side, you should have your own subcontractor or VA agreement that mirrors those duties.

Is email covered by confidentiality clauses?

Yes. If the definition of Confidential Information includes information disclosed “in writing or electronically,” that covers email, project management tools, shared docs, and most of the ways you actually work. If something is particularly sensitive, clients may mark it “Confidential,” but the clause shouldn’t rely solely on labeling.

For more background on contract basics and legal concepts that show up in these clauses, you can explore:

• Cornell Law School – Contracts Overview
• U.S. Small Business Administration – Contracting Guide
• HHS – HIPAA Privacy Rule Summary