Free contractor NDA template for freelancers (Word)

CONTRACTOR CONFIDENTIALITY AGREEMENT

This Contractor Confidentiality Agreement (the "Agreement") is made on [Effective date] between [Client name], [Client address] (the "Client"), and [Contractor name], [Contractor address] (the "Contractor").

1. Purpose

The Client will share Confidential Information with the Contractor so that the Contractor can carry out the following work: [Project description] (the "Project").

2. Confidential Information

"Confidential Information" means all non-public information the Client shares with the Contractor, or that the Contractor sees while working on the Project, in any form. It includes business and product plans, customer information, designs, source code, financial information, and passwords and other access details.

It does not include information that is or becomes public through no fault of the Contractor, that the Contractor already lawfully knew, that the Contractor develops independently without using the Client's information, or that the Contractor lawfully receives from someone else without a duty of confidence.

3. What the Contractor agrees to do

1. Use Confidential Information only for the Project.
2. Not share it with anyone else, except subcontractors the Client has approved in writing who are bound by confidentiality terms at least as strict as these. The Contractor is responsible for what those subcontractors do with it, including subcontractors or assistants, without the Client's written consent.
3. Keep it secure: store it only on password-protected devices and accounts, and never share the Client's access details.
4. Tell the Client within [Breach notice hours] hours of learning that Confidential Information has been lost, stolen or disclosed without permission.

If the Project involves personal data about the Client's customers or staff, the Contractor will use it only on the Client's instructions, keep it secure, and follow the data protection law that applies to it.

4. Portfolio and publicity

Once the Client has published or released the work, the Contractor may show it in their portfolio and describe their role in it, without revealing any Confidential Information that is not public.The Contractor will not mention the Client or the Project in a portfolio, case study or other publicity without the Client's written consent.

5. Return and deletion

Within [Return days] days after the Project ends, or earlier if the Client asks, the Contractor will return or securely delete all Confidential Information, including copies, and confirm in writing that they have done so.

6. How long this lasts

These obligations last for [Term years] years after the Project ends. Information that is a trade secret under applicable law stays protected for as long as it remains a trade secret.

7. Other terms

Nothing in this Agreement gives the Contractor any rights in the Confidential Information, or makes the Contractor an employee of the Client. Nothing in it prevents either party from reporting a possible violation of law to a government agency or giving truthful evidence.

Notice under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)): an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding, if they file any document containing the trade secret under seal and do not disclose it except under a court order.

If any part of this Agreement cannot be enforced, the rest still applies. It is governed by the laws of [Governing law].

Signatures

[Client name]

By: ____________________________

Name and title: [Client signatory] Date: ______________

Contractor: ____________________________ [Contractor name] Date: ______________