Contractor NDA template.
Mutual non-disclosure agreement for engaging freelancers, agencies, and independent contractors. Covers info flow in both directions. Pair with your main contractor agreement (which handles IP assignment separately).
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· nda type01
· first party02
· second party03
· purpose & scope04
· terms05
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Mutual Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is entered into as of ___________(the “Effective Date”) by and between:
Your Company Name, a corporation, with a principal place of business at 123 Business Way, City, State 12345; and
Contractor Name, an independent contractor, with a principal place of business at 456 Contractor Street, City, State 67890.
(each, a “Party”, and collectively, the “Parties”).
1. Purpose
The Parties intend to share Confidential Information for the purpose of the engagement of Contractor to provide professional services to Company, during which each Party may share non-public information material to the engagement (the "Purpose"). This Agreement governs the disclosure and use of that Confidential Information. Each Party may act as both a disclosing and a receiving party under this Agreement, and the obligations herein apply reciprocally.
2. Confidential Information
"Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, electronic, or in any other form, that is either marked as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation, business plans and strategy, customer and client lists, source code, product designs, technical documentation, financial and pricing data, marketing materials, trade secrets, internal processes and methodologies, third-party information the Parties are bound to protect, and any other non-public information exchanged in connection with the engagement.
3. Exclusions
Confidential Information does NOT include information that: (a) is or becomes generally available to the public through no act or omission of the other Party; (b) was rightfully in the possession of the other Party prior to disclosure under this Agreement, as evidenced by written records; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the other Party without use of or reference to the Confidential Information.
4. Obligations
The Other Party agrees to: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the Purpose and not for any other purpose, including any commercial or competitive benefit; (c) not disclose Confidential Information to any third party without the prior written consent of each Party, except to its employees, advisors, or agents who have a need to know for the Purpose and who are bound by written confidentiality obligations no less protective than this Agreement; and (d) protect Confidential Information using the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care.
5. Term
This Agreement is effective as of the Effective Date and shall continue for a period of 2 years from the Effective Date, unless earlier terminated by written mutual agreement. The confidentiality obligations in Section 4 shall survive termination or expiration of this Agreement and continue for the same period with respect to all Confidential Information disclosed prior to termination, except that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.
6. Return or Destruction
Upon the earlier of (a) termination or expiration of this Agreement, or (b) written request of each Party, the other Party shall, within 14 days, return or destroy (at each Party's option) all Confidential Information in its possession, together with all copies, notes, or derivative materials, and shall certify such return or destruction in writing if requested.
7. No License; No Obligation
Nothing in this Agreement grants either Party any license or ownership rights, express or implied, in the Confidential Information of the other Party. This Agreement does not obligate either Party to enter into any further business relationship, and either Party may terminate discussions at any time for any reason.
8. Remedies
The Other Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to each Party, for which monetary damages may be inadequate. Accordingly, Each Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of posting bond.
9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising under or relating to this Agreement.
10. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Your Company Name
Signature
Name: ______________________
Title: Authorized Signatory
Date: ______________________
Contractor Name
Signature
Name: ______________________
Title: Contractor
Date: ______________________
Template provided for convenience. Not legal advice. Consult a licensed attorney in your jurisdiction before using for a transaction with material risk.
NDA vs. contractor agreement vs. IP assignment
A contractor engagement typically needs three things:
- NDA (this document) — both sides agree to keep the other's confidential information confidential.
- Main contractor agreement / SOW — defines the scope, deliverables, payment terms, timeline, and change-order process.
- IP assignment clause (inside the main agreement, or separate) — transfers ownership of deliverables from the contractor to the hiring party. Without this, copyright stays with the contractor by default in the US.
Don't conflate them. An NDA on its own doesn't let you own what you paid for; it only keeps the information secret. Make sure the main agreement covers IP.
Contractor NDA FAQ
Why is a contractor NDA usually mutual?
Because information flows both ways. The company shares business plans, customer data, and internal processes. The contractor shares their own methodology, tool stack, client references, and sometimes proprietary tools or code they bring to the engagement. A one-way NDA (only the company protected) doesn't fit most real contracting relationships. Mutual protects both sides, which also makes it an easier ask — the contractor signs knowing their own IP and processes are covered.
What about IP ownership — who owns what the contractor creates?
An NDA does NOT assign IP ownership. By default, under US law, a contractor (unlike an employee) retains copyright in what they create unless there's a written assignment. If you want the deliverables to belong to you (code, designs, writing, etc.), you need a separate IP assignment clause in the main contractor agreement or a standalone work-for-hire agreement. The NDA is for confidentiality; the main contract handles ownership. Don't assume they're the same thing.
Should I add a non-solicit for contractors?
Usually no for short-term contractor relationships. Non-solicits make more sense when the contractor has access to your team and could poach. For a one-off website build or marketing campaign, it's overreach. For a multi-month embedded engagement with access to employees, yes — and the checkbox on the NDA form adds a one-year non-solicit if you need it. Note California and some other states restrict these heavily.
Is 2 years the right term for a contractor NDA?
Yes for most engagements. Trade secrets remain protected indefinitely under the Section 5 language regardless of term. For time-sensitive deal work (M&A diligence, strategic announcements), 5-year terms are common. For creative agency work with minimal sensitive info, 1 year is fine. The default is 2 years; adjust to fit the information's shelf life.
Can the same NDA cover multiple engagements?
Yes — if you regularly work with the same contractor on different projects, one NDA with broad Purpose language and a multi-year term covers it. The Section 1 Purpose language in this template is already scoped to "the engagement of Contractor to provide professional services to Company," which reads as ongoing, not project-specific. For a long-term relationship, sign once and reference it in each new SOW.
Does this NDA cover confidential information from my clients?
Indirectly, yes. The "third-party information the Parties are bound to protect" phrase in the confidential-info definition captures it — if your client shared their data with you, and you now need to share part of it with the contractor to do the work, this NDA extends that protection. But for very sensitive client data (healthcare, financial, regulated), layer a back-to-back NDA: your contractor signs this one, which references and upgrades to the client's own NDA for the specific data at issue.
Hiring an employee instead? Employee NDA template. Need the general version? NDA generator. Invoicing the client? Invoice generator.