NDAs for contractors

NDA for Contractors and Freelancers

Before a freelancer, agency or consultant can do the work, they often need to see things you’d never post publicly: your codebase, customer data, financials or roadmap. A short one-way NDA puts in writing that they can use that information only for the job and must keep it to themselves.

When you need one

Send an NDA before you share anything you’d be uncomfortable seeing in a competitor’s hands. With contractors, that moment often comes before the contract itself: during scoping, when you walk an agency through your product to get a quote, or when a consultant asks for access to your data to size the job.

  • Giving a developer access to your repository, staging environment or internal tools
  • Sharing customer lists, sales figures or analytics with a marketing or data consultant
  • Showing an unreleased product to a design or development agency for a proposal
  • Opening your books to a bookkeeper, fractional CFO or strategy consultant

One-way, with you sharing

In most contractor relationships, information flows one direction: you share, they receive. A one-way NDA fits that. You’re the Discloser, they’re the Recipient, and the obligations fall on them.

Choose mutual if the contractor will also share something sensitive, such as their own tools, methods or pricing. And if you’re the freelancer and a client wants an NDA in place, you can send one yourself: choose one-way and answer “They are” when asked who is sharing.

What to write as the purpose

The purpose finishes the sentence “…in connection with ___,” and it sets the limit on what the contractor may do with your information. A purpose that only says “evaluating” an engagement doesn’t clearly cover the work itself, so if the NDA will be in place while they do the job, mention both.

  • “evaluating a potential contractor engagement and performing any resulting work”
  • “designing and building a mobile booking app for Acme, Inc.”
  • “providing bookkeeping and tax preparation services”

What it protects, and what it doesn’t

The NDA covers information that’s marked confidential or that a reasonable person would understand to be confidential. The contractor may use it only for the purpose, share it only with people who need to know and are bound by confidentiality (their own subcontractors, for example), and must return or destroy it when you ask. The template also includes the whistleblower immunity notice that the federal Defend Trade Secrets Act asks employers to give employees and contractors.

An NDA doesn’t decide who owns the work. Rights in the code, designs or copy a contractor creates for you belong in your contractor or services agreement; without written terms on that, the contractor may keep rights in what they make. The NDA also doesn’t stop them from working for your competitors. There’s no non-compete or non-solicitation clause, only a ban on using your information.

  • Share only what the job needs. A front-end contractor rarely needs production data.
  • Give them their own accounts, and revoke access when the work ends.
  • Label sensitive files “Confidential” so there’s no doubt.

Sending it with FastNDA

Create the NDA, choose one-way with you as the party sharing, and enter the contractor’s name and email. If they work through an agency, add the agency’s name so the business is the party and answers for its people. Choose a confidentiality period and the state whose law governs, read the whole agreement, and sign with your typed name.

You pay $29 when you send it. The contractor gets a private link by email and signs from their inbox, with no account. You both receive the countersigned PDF. Wait for their signature before you grant access.

Questions

Do I need an NDA if I have a contractor agreement?
Maybe not. If your contractor agreement has a solid confidentiality section and is signed before you share anything, it may be enough. A standalone NDA is most useful earlier, while you’re still scoping the work or collecting quotes.
How long should a contractor NDA last?
Long enough that your information is stale by the time it ends. Two or three years suits most project work; choose five for information with a longer shelf life. Trade secrets stay protected for as long as they remain trade secrets.
My contractor is outside the US. Does this still work?
They can sign from anywhere. The agreement is governed by the US state you choose, but enforcing any contract against someone in another country can be slower and harder than at home, so be thoughtful about what you share.
One-way NDA
Send it in three minutes

Fill in the details, read every word, sign, and we email the other side a private link. You both get the countersigned PDF.

Create a contractor NDA →

Free to draft · $29 when you send

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